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San Francisco Public Library 

Government Information Center 
San Francisco Fi/i)!ic LJbrafy 
100 Larkin vStrt^f -^th Floor 
San Francisco, C A 94102 

REFERENCE BOOK 

Not to be taken from the Library 



SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Monique IVIoyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 
TUESDAY, MAY 12, 2009 
'01 2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA 94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport. com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 

GOVERNMEN T 



DOCUMENTS DEFT 

8 2( 



1 . CALL TO ORDER / ROLL CALL 

2. APPROVAL OF MINUTES - April 28, 2009 

SAN FRANCISCO 

3. PUBLIC COMMENT ON EXECUTIVE SESSION PUBLIC LIBRARY 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 



1 



A051 22009 



■1- 



3 1223 08679 1754 



generally by China Basin, the San Francisco Bay, Mission Rock 

Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 

(1) SWL 337 Associates, LLC consisting of San Francisco Giants, 

Wilson Meany Sullivan, Kenwood Investments, The Cordish 

Company, Stockbridge Capital, Farallon Capital Management, LLC 

Under Negotiations: Price ^Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Report on Sister Port Conference in Melbourne, Australia - May 5-6, 2009 

• 75*^ Anniversary of West Coast Longshoremen's Strike - May 9, 2009 

• 1 6*^ Annual KFOG Kaboom - May 9, 2009 at Pier 30/32 

• Sunday Streets - May 10, 2009 from 10 a.m. to 2 p.m. AT&T Park to India 
Basin and Bayview Community on Third Street 

• Port Budget Hearings at the Board of Supervisors - May 20 and 27, 2009 

• Potrero Boosters Neighborhood Association Dinner - May 26, 2009 

A05 122009 

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• SPUR Urban Center Exhibition Opening and Public Open House - May 
29, 2009 from 10 a.m. to 5 p.m. 

• SPUR Urban Center Community Day - May 30, 2009 from 10 a.m. to 5 
p.m. 

• Princess Cruises 40^^ Anniversary - June 3, 2009 

• SPUR Annual Bay Cruise -June 8, 2009 

• Update on the Street Performers Program at Fisherman's Wharf 

• Update on Save The Bay's Pollution Protection Initiative 

• 160^^ Birthday of Marine Exchange of the San Francisco Bay Region 

8. CONSENT 

A. Request authorization to accept and expend $25,000 in grant funding from 
the California Department of Fish and Game Oil Spill Prevention and 
Response Division (OSPR) for the purchase of a mobile trailer equipped with 
oil spill boom and response supplies. (Resolution No. 09-24) 

9. FINANCE & ADMINISTRATION 

A. Informational presentation on the Port's Proposed Capital Program, Revenue 
Bond and Implementation Plan. 

10. ENGINEERING 

A. Request authorization to enter into negotiations for a Memorandum of 
Understanding (MOU) with the San Francisco Department of Public Works 
(DPW) for the first two phases of Project Management, Architectural and 
Engineering Services for the Pier 27 Cruise Terminal. (Resolution No. 09-25) 

1 1 . PLANNING & DEVELOPMENT 

A. Request approval (1 ) to award the SWL 337 development opportunity to 
Seawall Lot 337 Associates, LLC; and (2) to authorize exclusive negotiations 
for a mixed-use development project at SWL 337 and Pier 48 bounded by 
China Basin Channel, Third Street, Mission Rock Street, and San Francisco 
Bay. (Resolution No. 09-26) 

12. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation regarding Lease No. L-14630 with D & G 
Company, LLC, for a fifteen and one half-year restaurant lease for 
premises located at 300 Jefferson Street subject to Port Commission and 
Board of Supervisors approval, and companion Sidewalk Encroachment 
License No. 14651 (May 26, 2009) 

A05 122009 

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Informational presentation by the San Francisco Public Utilities 

Commission staff on the North Shore Force Main Sewer Improvement 

Project (Embarcadero, Drumm and Spear Streets) including Seawall Lot 

351 located at Washington Street at Embarcadero (May 26, 2009) 

Request authorization to enter into a Memorandum of Understanding with 

the San Francisco Municipal Transportation Agency for the Port of San 

Francisco to relinquish its rights to cargo freight rail service north of Cesar 

Chavez along Illinois Street (May 26, 2009) 

Request approval of amendment to Lease No. L-12540 with SF Recycling 

and Disposal at Pier 96 (May 26, 2009) 

Request approval of Self-Operation and Maintenance of Foreign Trade 

Zone (May 26, 2009) 

Request authorization to award approximately three As-Needed 

Engineering and Related Professional Services contracts, at $1 .5 million 

each, totaling $4.5 million (May 26, 2009) 

Request authorization to advertise As-Needed Environmental Professional 

Engineering Services (May 26, 2009) 

Request approval of the Port's Proposed Capital Program, Revenue Bond 

and Implementation Plan (May 26, 2009) 

Request approval of the Port's Interim Leasing Policy (May 26, 2009) 

Request authorization to enter into a Memorandum of Understanding 

(MOU) with the San Francisco Department of Public Works (DPW) for the 

first two phases of Project Management, Architectural and Engineering 

Services for the Pier 27 Cruise Terminal (May 26, 2009) 

Update on the Port's 2008 Clean and Safe Neighborhood Parks General 

Obligation Bond Program (June 9, 2009) 

Informational presentation on the Fiscal Year 2009-10 Monthly Rental Rate 

Schedule, Monthly Parking Stall Rates, and Special Event and Filming 

Rates (June 9, 2009) 

Request approval of Lease No. L-14630 with D & G Company, LLC, for a 

fifteen and one half-year restaurant lease for premises located at 300 

Jefferson Street subject to Port Commission and Board of Supervisors 

approval, and companion Sidewalk Encroachment License No. 14651 

(June 9, 2009) 

Request authorization to advertise for competitive bids for the ADA 

Upgrades Project at 401 Terry Francois Boulevard (June 9, 2009) 

Informational presentation on June 2009 Draft Preferred Master Plan for 

Pier 70 (July 14, 2009) 

Informational presentation update on the Port's Facility Assessment 

Program (July 14, 2009) 

Request adoption of the required California Environmental Quality Act 

Findings and the Mitigation Monitoring and Reporting Program in 

connection with the lease, development and historic rehabilitation of Piers 

15 and 17 by The Exploratorium, a California not-for-profit corporation (July 

14,2009) 

Request approval of the Lease Disposition and Development Agreement, 

Lease and Parking Agreement with The Exploratorium, a California not-for- 



A05 122009 



profit corporation; request approval of the Tripartite Agreement with 
Baydelta Maritime, Inc. and The Exploratorium for relocation of Baydelta 
Maritime Inc.'s operations from Pier 15 to Pier 17; request approval of 
Schematic Drawings and of Amendments to the Waterfront Land Use Plan 
(July 14, 2009) 

• Request approval of the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates(July 14, 2009) 

• Request authorization to award two (2) three-year leases for surface 
parking: Bid Opportunity A: Seawall Lot 301 commonly known as the 
Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, and 
Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded by 
Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the 
Embarcadero, all located in the northern waterfront (July 14, 2009) 

• Request authorization to advertise a Request for Proposals (RFP) soliciting 
Structural, Civil and Marine Engineering Design Services for the Pier 43 
Promenade Project (July 14, 2009) 

• Request authorization for the Executive Director to execute Amendment 
One to the Transit Shelter Advertising Agreement with Clear Channel 
Outdoor, Inc. and the San Francisco Municipal Transportation Agency (July 
14, 2009) 

• Request approval of Memorandum of Understanding between the San 
Francisco Public Utilities Commission and the Port regarding the North 
Shore Force Main Improvement Project (Embarcadero, Drumm and Spear 
Streets) including Seawall Lot 351 located at Washington and the 
Embarcadero (Date to be determined) 

• Request approval of Lease L-14646 with San Francisco Soccer, a non- 
profit corporation, for a term of two years for premises located at the valley 
of Pier 27-29 (Date to be determined) 

• Request authorization to award Pier 45 drainage improvements project 
(Date to be determined) 

13. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 



A05 122009 



14. COMMUNICATIONS 

Communications to the Port Commission from April 24 to May 7. 2009: 

• From Dennis MacKenzie, Round the Diamond, copy of a letter to SF Unified 
School District, SF Board of Education, SF Board of Supervisors regarding 
resolution to support the construction of a Basketball Education and Career 
Pathway Arena in collaboration with the SWL 337 development team. Port of 
San Francisco and City & County of San Francisco 

• From Susan Peters, Sean Griffith, Susan Phelan, Sheila Chase of the Mariposa 
Hunters Point Yacht Club, regarding the metering of Pier 52 Parking Lot 

• From the Marine Exchange, invitation to the Mayday Party at Pier 35 on May 
14,2009 

• From Port staff, copy of The Examiner article entitled, "Port Gets Funds to Treat 
Fish Waste" 

• From the Potrero Boosters Neighborhood Association, copy of The Potrero 
Community Voice Newsletter 

15. ADJOURNMENT 



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DATE 


TIME 


GROUP 


May 26 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


June 9 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


July 14 


2:00 p.m. 


Closed Session/Port Commission 




3:15 p.m. 


Open Session 


NOTES: 







MAY/JUNE/JULY 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

LOCATION 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nerney@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a quarterly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :00 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 orjim.maloney@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jonathan Stern @ 274-0545 orjonathan.stern@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1 . Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 

A051 22009 



ACCESSIBLE MEETING INFORMATION 

EMBARCADERO ELEVATOR TO BE CLOSED - MAY 4, 2009 TO AUGUST 2009 

Please be advised that on Monday, May 4, 2009, BART will close the Embarcadero 
BART Station street-level elevator in order to replace the structure which houses 
the elevator entrance on the street level. The elevator will be shut down for 
approximately 3-1/2 months during this construction-until August 2009. People 
who rely on the elevators to enter and exit at Embarcadero should exit at 
Montgomery Station during this period. 

ALTERNATIVES TO EMBARCADERO: 

While the Embarcadero Street Elevator is closed, BART and Muni riders should exit the 
systems at Montgomery Street BART/Muni Station. 

The Montgomery Station elevator is located on Market and Sutter, approximately 3-1/2 
blocks from the location of the Embarcadero Station street elevator. If riders are unable 
to proceed from Montgomery under their own power, they can take any one of the 
following Muni lines which stop on Market Street near both Embarcadero and 
Montgomery: 

2 - Clement 
7 -- Haight 
21 -- Hayes 
31 ~ Balboa 

For information about the project or transit alternatives, contact the following:. 

BART Transit Information 

(415) 989-BART / (925) 676-BART / (510) 465-BART 

TTY (510) 839-2220 

San Francisco 31 1 Customer Service Center 
311 / (415) 701-2311 /TTY (415) 701-2323 

You can also visit BART online: www.bart.qov or www.sfmta.com . 

If you need additional transportation planning assistance or would like information about 
paratransit during this project, call BART Accessible Services at (510) 464-6184 or Muni 
Accessible Services at (415) 701-4485 /TTY (415) 701-4730. 



A05 122009 

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FERRY BUILDING: 

The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 

A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking Is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying ail primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A05 122009 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(5)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 

The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.orq/ethics . 



A051 22009 

-10- 




PORToL_ 

SAN FRANCISCO 



TO: 



MEMORANDUM 

May 7, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



FROM: 



SUBJECT: 



Monique Moyer 
Executive Director 



/M/'/c^ 



Authorization to accept and expend $25,000 in grant funding from the 
California Department of Fish and Game Oil Spill Prevention and 
Response division for the purchase of a mobile trailer equipped with oil 
spill boom and response supplies. 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Funding Overview 

The California Department of Fish and Game, office of Oil Spill Prevention and 
Response (OSPR) provides grants of up to $25,000 to local government agencies for 
the purchase of oil spill response equipment. This grant program requires no matching 
funds. 

The Project 

On March 30, 2009, OSPR awarded the Port a $25,000 grant for purchase of a mobile 
trailer and 1 ,000 feet of inter-tidal oil containment boom and other spill response 
supplies. The boom is compatible with existing 8,000 feet of boom the Port currently 
owns. 

Upon receipt of the grant funds, the Port will purchase and store the trailer at the Pier 50 
Maintenance yard, where it can easily be towed by truck to the scene of an oil or fuel 
release. The boom can be deployed to surround a sinking vessel to prevent oil and fuel 
from escaping the area. The trailer and equipment will also allow the port to stage spill 
equipment during refueling and on-water construction activities to facilitate a quick 
response to an oil release. 

This Print Covers Calendar Item No. 8A 



)F SAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



San Francisc 



Port Commission 
Page 2 

Based on a recommendation from Port staff, OSPR invited the San Francisco Fire 
Department and San Francisco Police marine division to apply for this grant; both were 
ultimately awarded funding in addition to the Port's award. As a part of OSPR's 
standard grant agreement form, the equipment purchased through this program will be 
jointly available to each of the other two participating agencies, in effect, tripling the 
resources individually available to any one of the three San Francisco award recipients. 
These three awards taken together provide the waterfront of San Francisco with three 
portable emergency response trailers and 3,000 feet of oil spill boom. 

This grant also provides 8 hours of training for Port Maintenance employees by OSPR 
personnel on boom assembly and defensive booming strategies. During the summer of 
2009, the Port will train all maintenance employees at the 24-hour Hazardous Waste 
Operations and Emergency Response (HAZWOPER) responder level for oil spills. This 
will provide a force of over 100 certified oil spill workers to be deployed anywhere in San 
Francisco or the bay area to assist with oil spill clean-up. 

All funding from this grant must be expended no later than June 30, 2009. 

OSPR has pre-selected the vendor from which the equipment must be purchased. With 
permission of the Port Commission, the Port will seek a sole source waiver or other 
exception from the San Francisco Purchaser's Office in order to meet this requirement 
of the granting agency. 

As a result of the Cosco Busan oil spill in November of 2007, the Port has looked to add 
training and resources in order to better protect the San Francisco waterfront from oil 
spills. This grant will allow the Port to respond quickly to oil spills - something critical to 
minimizing environmental, ecological and economic damage. 

Port Commission Action 

Port staff seek Commission authorization for the Executive Director to accept and 
expend $25,000 in grant funds from OSPR. 



Prepared by: Tim Felton, Industrial Hygienist 
Maintenance Division 

Daley Dunham, Principal Administrative Analyst 
Finance & Administration Division 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-24 



WHEREAS. 



WHEREAS, 
WHEREAS, 

WHEREAS, 

RESOLVED, 

RESOLVED, 



RESOLVED, 



In December 2009, the Port applied to the California Department of Fish 
and Game, Oil Spill Response and Recovery division (OSPR) for funding 
to purchase oil spill response equipment, including 1 ,000 feet of oil boom 
and a mobile trailer for quick deployment of that equipment; and 

On March 30, 2009, OSPR awarded the Port a grant in the amount of 
$25,000 for this purpose; and 

OSPR conducted a competitive bid process and selected a vendor from 
whom grant awardees are required to purchase response equipment 
with granted funds; and 

The Port would seek a sole-source waiver or other exemption from the 
San Francisco Purchaser's Office in order to purchase the equipment 
from the OSPR-selected vendor; now, therefore, be it 

That the Port Commission hereby authorizes Port staff to accept and 
expend $25,000 in grant funds from OSPR for acquisition of oil spill 
response equipment; and be it further 

That the Port Commission hereby authorizes the Executive Director or 
her designee to execute any documents necessary for the purpose of 
obtaining and expending these grant funds, including any extensions, 
augmentations or amendments thereto; and be it further 

That the Port Commission hereby authorizes the Executive Director to 
seek Board of Supervisors approval to accept and expend these OSPR 
grant funds, and to pursue a sole source-waiver for purchase of 
equipment, as directed by the grant agreement. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting ofl\/lay 12, 2009. 



Secretary 



TO: 



FROM: 




"PORTo - 

SAN FRANCISCO 

MEMORANDUM 

May 7, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique Moyer 
Executive Director 



)r U 



SUBJECT: Informational Presentation on the Port's Proposed Capital Program, 
Revenue Bond, and Implementation Plan 

DIRECTOR'S RECOMMENDATION: Informational Only- No Action Required 

Background - Port Capital Program Funding 

The Port has several capital programs in the works: Revenue Bond Supported 
Projects, Parks Bond Supported Projects and Federal Stimulus Funded Projects as 
summarized on the attached table. The purpose of this item is to (1) outline those Port 
sponsored projects with an emphasis on the revenue bond funded projects, (2) describe 
a proposal to implement those projects including staffing, approaches to contracting, 
and project oversight, and (3) provide an update on the Cruise Terminal Project which is 
the largest project in the Port's capital program. We plan to present Cruise Terminal 
informational items to the Port Commission quarterly, beginning with this report. 

As previously noted in prior Port Commission staff reports and the Port's recently issued 
10-year Capital Plan, the Port will be in a position to issue up to approximately $60 
million in Port revenue bonds beginning in FY 2009-10 for which Port staff propose to 
fund the following five projects: 



Cruise Terminal at Pier 27^ 

A new, state-of-the-art sustainable cruise terminal 
at Pier 27, the location recommended by the 
Port's Cruise Terminal Advisory Panel and the 
berth utilized by the Queen Mary II in 2007. 



$22,000,000 



UJ 








proposed $22 


This Print Covers Calendar Item No 

million of revenue bond funding for the Cruise Terminal 


. 9A 


' As described later in this 
represents partial funding. 

OF SAN FRANCISCO 


report, 


the 


project 





FAX 415 274 0528 



WEB sfDort.com 



Piers 19 or 23 $18,000,000 

Port managed development of an 

underutilized pier. Project would fund 

substructure repairs and upgrades to one pier 

only. The Port would enter into 10-year leases 

for office space in the shed and lease the 

bulkhead buildings for retail and restaurant 

use. Tenants would be responsible for tenant 

improvements. Modeled after Pier 9. 

Pier 33 North $ 2,000.000 

Improvements to second floor to allow leasing of 
currently unusable space. 

Pier 50 $10,000,000 

Repairs to the driveway access to the Port's Pier 
50 Maintenance Facility to continue the use of 
Pier 50 for Port and tenant activities. 

Backlands Improvements $ 8.000.000 

& Seawall Repair 

Infrastructure improvements to the Port's 
Backlands area to expand the Port's Eco-lndustrial 
Park and other leasing activity at the site. 

Total $60,000,000 

While these projects were identified in the Port's recently adopted 10-year Capital Plan, 
Port staff did not specifically request Port Commission approval. Thus, Port staff are 
seeking Port Commission input and ultimately approval to fund this list of projects with 
Port revenue bond funds. Mayor Gavin Newsom is supportive of funding these projects 
with the Port's revenue bond funds. Following Port Commission review and direction, 
staff proposes to schedule meetings with members of the Board of Supervisors to 
review this project list and solicit their input, it is important to note that selecting these 
projects to be funded with a Port revenue bond means that the Port will not be funding 
other potential Port projects itemized in the Port's 10 Year Capital Plan until other 
funding can be identified. 

The federal stimulus package provides an incentive to act quickly since it eliminated 
Alternative Minimum Tax ("AMT") penalties associated with the type of debt the Port 
and Airport issue if such debt is issued during the next two years, 2009 and 2010^. 
Eliminating the AMT has the corresponding effect of reducing the interest rate on the 
Bonds, thereby reducing the Port's interest expense. In short, this is an ideal time for 
the Port to issue revenue bonds and begin construction projects that help the Port 



Port and airport facilities usually include a certain amount of private sector activities such as retail and restaurants. 
Thus, the IRS normally does not allow interest earned on such port or airport bonds to be tax free. As a result, port 
and airport bonds, while still municipal bonds, are considered quasi-taxable debt through the application of the AMT 
on the investor's bond income. As a result, investors in such bonds have to be compensated by charging higher 
interest rates thereby increasing port and airport interest expense relative to true tax exempt bonds. 

-2- 



continue repairing and upgrading the City's waterfront while acting as an economic 
stimulus during the current recession. 

In addition, the Port has $20 million available for the Cruise Terminal Project. The Port 
also has approximately $55.5 million in funding to design and construct open space 
projects along the waterfront. Finally, the Port is requesting $26 million in Federal 
stimulus funding for various capital projects. With this funding the Port potentially has a 
total of $161.5 million in capital projects it would like to implement over the next couple 
of years to take advantage of the favorable bid environment that the City is currently 
experiencing as well as serve as an economic stimulus for the City. 

Background - Port Staffing to Implement Its Capital Program 

The Port's Engineering Division is staffed to primarily handle maintenance engineering 
associated with the Port's $2 billion in deferred maintenance. Engineering currently has 
two project managers and four construction management staff. The Port's Planning and 
Development Division also supports the Port's capital project implementation through 
planning and conceptual design efforts. To a large extent, the Port has relied on marine 
engineering consultants to help design Port marine oriented projects. The Department 
of Public Works (DPW) has much larger design and construction management divisions 
than the Port. DPW has indicated a desire to help the Port manage, design, and 
oversee construction of the Port's capital program. However, DPW lacks marine 
engineering expertise. Thus, an ideal project delivery team would include Port staff, 
marine engineering consultants, and DPW staff. To that end, this memorandum lays out 
a proposal to implement the Port's capital program over the next couple of years that 
identifies who will be responsible for each project phase as well as a proposed 
implementation schedule. 

Proposed Implementation Plan 

The attached spreadsheet summarizes the Port's capital program including (1) project 
budgets, (2) start dates for each project phase, and (3) whether the Port, DPW, or a 
consultant will be responsible for implementing each phase of the project. Where 
known, the spreadsheet lists which Port and DPW staff will be assigned to a project if a 
specific staff person has been identified. Port staff propose to negotiate a Memorandum 
of Understanding (MOU) with DPW for their services related to implementing the Port's 
capital program. As described in the subsequent agenda item, we are requesting Port 
Commission authorization to negotiate an MOU with DPW for project management and 
design services specifically related to the Cruise Terminal Project. 

Additionally, Port staff have secured assistance from the Department of City Planning to 
manage the California Environmental Quality Act (CEQA) reviews for these projects 
including preparing the documentation required to secure CEQA clearance. Finally, 
Planning staff from the Recreation and Parks Department will assist the Port with 
managing Blue-Greenway projects and required permitting efforts. 

Rather than submit a request to issue a Request for Proposal (RFP) to the Port 
Commission and Civil Service Commission (CSC) for each project that Port staff have 
identified to be designed by an outside engineering firm. Port staff wish to seek 
authorization to issue RFPS for all of the projects at one time. In this way, we hope to 

-3- 



reduce the amount of time required to secure contractual services. Port staff have 
reviewed these projects with representatives from Local 21 and have received verbal 
concurrence. Assuming the Port Commission does not express any concerns with this 
approach, Port staff will submit a request to the CSC to issue RFPS for these projects 
by July 2009. 

In addition, we are proposing to empanel a Cruise Terminal Design Technical Steering 
Committee to guide design efforts that ensure the facility meets cruise industry, special 
event space, and open space needs while containing costs. The proposed Committee 
will be comprised of one representative from each of the following organizations: 

Port's cruise agent, Metro Stevedore Company 

San Francisco Convention and Visitor's Bureau 

Port's Maritime Division 

Port's Planning and Development Division 

Port's Finance and Administration Division 

Port's largest cruise customer, Princess Cruise Lines 

San Francisco Bay Conservation and Development Commission (BCDC) 

San Francisco Historic Preservation Community 

Business Community At Large 

The Port's Executive Director will work with each organization to identify the individuals 
who will serve on this Committee. 

Anticipated Contracting Approacli for the Cruise Terminal Project 

As previously noted, we propose DPW to lead this project utilizing a cruise terminal 
design consultant team to develop the design drawings for the Cruise Terminal project. 
We are also considering using an integrated project delivery approach where we would 
select the general contractor through a competitive Request for Qualifications (RFQ) 
process early in the design phase to provide value engineering services, constructability 
of the architect/Engineer's design, and cost estimates to make sure the project is within 
budget before being advertised for construction. The goal of whatever contracting 
approach we select is to minimize design related change orders and to identify less 
expensive design alternatives all of which helps reduce project costs. The integrated 
project delivery approach is being considered since the City has used and is using this 
approach for the California Academy of Sciences, San Francisco General Hospital 
Rebuild, and Public Utilities Commission's new administration building at 525 Golden 
Gate Avenue. According to DPW staff, they are quite happy with the success of 
integrated project delivery and have also noted that while new to San Francisco other 
jurisdictions have used this approach effectively for several years. 

Project Sctiedules^ 

We are proposing aggressive project schedules with the goal of issuing Port revenue 
bonds in FYs 2009/10 and 2010/1 1 to take advantage of the two-year elimination of 
Alternative Minimum Tax penalties applied to private activity bonds that Congress 
recently enacted as part of the federal stimulus package. In addition, we want to award 
construction contracts during the next couple of years to get better construction bids. 
We believe this is possible if we have DPW's help implementing the projects as well as 

-4- 



assistance from BCDC to approve Port projects expeditiously. If we are able to adhere 
to the schedules outlined in the attachment, the following projects should be ready to go 
out to bid in 2010 and 201 1 for a total of approximately $53 million and $81 .8 million in 
project costs respectively: 

Port Proiects For Construction Bid by Year-end 2010 

■ Bacl<lands Improvements ($8 million) 

■ Pier 33 North ($2 million) 

■ Pier 50 Upgrades and Repairs ($10 million) 

■ Pier 43.5 Promenade ($7.6 million) 

■ Brannan Street Wharf ($20 million) 

■ Bayfront Park Shoreline Protection ($3 million) 

■ Heron's Head Park ($470,000) 

Port Proiects For Construction Bid by Year-End 201 1 

^ Cruise Terminal ($50 million^) - May be bid the early part of 2012 

■ Pier 19 or 23 ($18 million) 

■ Blue-Greenway Projects^ ($23.8 million) 

Next Steps Required to Implement the Port's Capital Program 

If the Port Commission agrees with this implementation plan, Staff proposes taking the 
following next steps to implement the projects: 

1 . Finalize MOU with DPW - May 2009 

2. Seek Port Commission approval of Port's Revenue Bond proposal. Port capital 
program implementation plan, and authority to issue RFPs for design contracts 
related to the Port's capital program - June 2009 

3. Seek Civil Service Commission authority issue RFPs for design contracts related 
to the Port's capital program - July 2009 

4. Draft and issue RFPs for projects scheduled to be in design in FY 2009-10 - 
Summer/Fall 2009 

5. Issue Port Revenue bonds - Late FallAA/inter 2009 

Status of the Cruise Terminal Project 

Background 

In 2007, Mayor Gavin Newsom convened a Cruise Terminal Advisory Panel (CTAP) to 
review the City's options for cruise terminal sites along the waterfront. Port staff 
provided various options to replace the existing Pier 35 facility as its primary terminal 
and develop a new cruise ship terminal. Based on staff analysis, CTAP provided a 
series of recommendations including that the Port develop a new, primary cruise 
terminal that meets international cruise terminal standards and enhances San 



Amount is based on the currently available funding from multiple sources, including the proposed revenue bonds. 
As described in more detail, the current cost estimates are greater than $50 million. 

Because of the Pier 70 development project, Crane Cove Park will most likely be in construction in FY 2012-13 
and not 2011 as we expect with the other Blue-Greenway projects. However, since we don't yet know the amount to 
be allocated to Crane Cove Park, the $23.8 million identified for Blue-Greenway projects includes Crane Cove Park 
funding. 

-5- 



Francisco's reputation as a world class, waterfront city and tourist destination. CTAP 
recommended Pier 27 as the most cost-effective and potentially most operationally 
efficient terminal site. The project will require converting the existing pier and maritime 
shed of approximately 178,100 square feet for use as a primary, single-berth cruise 
terminal. 

CTAP also recommended that the new Pier 27 cruise facility include the design and 
development of the Northeast Wharf Plaza to be located in the western side of Pier 27 
adjacent to the Embarcadero Roadway. The approximately two-acre Plaza is intended 
to accommodate and maximize use by visitors and residents. 

During 2008, Port staff engaged EDAW, an architecture and environmental consultancy, 
to develop preliminary site design options integrating cruise operations and vehicular 
circulation with the Northeast Wharf Plaza. Port staff and EDAW developed two 
planning studies that focused on terminal interior layouts, vehicular circulation flows 
serving the terminal, and the configuration of the Plaza. Port staff presented the results 
of this work to the Port Commission in October 2008 and the study is available on the 
Port's website at www.sfport.com. 

Cruise Terminal Project Implementation Status 

As noted above, the Port proposes to engage the services of DPW to help manage and 
design the Cruise Terminal Project. And, as described in the subsequent Commission 
Item, Port and DPW staff will develop a Memorandum of Understanding (MOD) for 
DPW's services related to the Cruise Terminal Project. In addition, DPW staff will work 
with Port staff in developing conceptual designs of the Northeast Plaza and will present 
those design options to the community and BCDC for review and provide input. DPW 
will issue the RFP for the cruise terminal design expertise as well as the RFQ/RFP for 
construction manager/construction contractor services. 

The following is the current milestone schedule for the Cruise Terminal Project 



1 . Project Development and 


5/1/2009 


12/30/2009 


7 months 


Conceptual Planning / Design 








2. CEQA/Permitting 


7/1/2009 


2/30/2012 


31 months 


3. Schematic Design 


1/1/2010 


5/31/2010 


4 months 


4. Design Development 


6/1/2010 


3/30/2011 


9 months 


5. Construction Documents 


4/1/2011 


2/30/2012 


10 months 


6. Construction 


3/1/2012 


3/30/2014 


24 months 


7. Close-out / Warranty 


4/1/2014 


7/30/2014 


3 months 


TOTAL DURATION 






57 months 



Meeting this schedule assumes the Port will be able to secure (1) the required 
regulatory approvals of the project and (2) the funding required to complete the project 
scope as well as award contracts in a timely manner. Nonetheless, this is a workable 
schedule that will enable the project team to stay focused on meeting major project 
milestone deadlines. 



Cruise Terminal Project Budget and Funding Sources 

Port and DPW staff have been developing and refining the Cruise Terminal Project 
budget. This approach will ensure a cruise terminal will be constructed with available 
funds while providing a design for the project scope that will be built at a later date when 
the Port is able to secure additional funds. As such, the following is a proposed Cruise 
Terminal Sources and Uses Plan: 

Uses: 

Site Improvements including NE Plaza $6,210,000 

Apron & Gangway Improvements 4,500,000 

Cruise Terminal Building 31 ,200,000 

Other Hard Costs 5,100,000 

Construction Cost Escalation @ 10% 4.200.000 

Subtotal $51,210,000 

Proposed Future Scope (NE Plaza Cafe, 

Renewable Energy, Marginal Wharf Repairs)^ 9.712.300 

Subtotal Hard Costs $60,922,300 

Soft Costs @ 25% 12,800,000 

25% Contingency 12.800.000 

Subtotal Soft Costs $25.600.000 

Total Uses $86,522,300 

Sources: 

Watermark Condominium Sales $20,000,000 

Port Revenue Bond 22,000,000 

Shoreside Power Grant Funds (secured) 3,200,000 

Shoreside Power Grant Funds (proposed) 1 ,650,000 
Possible Federal Funds for Renewable Energy 

& Weatherization of Pier 27 5,500,000 
Possible Grant Funds for Roadway & 

Sidewalk Improvements 1.000.000 

Total Sources $53,350,000 

Total Secure Sources $45,200,000 

As described above, the estimated project budget is $33 to $41 .3 million greater than 
the identified sources of funds. To address this shortfall. Port staff are (1) reviewing cost 
estimates to determine what can be reduced, (2) identifying non-Port funds that could 
be used to fund portions of the project, (3) identifying project elements that can be 
deferred to a later date, and (4) working with the Port's Financial Advisors to identify 



^ The design for the proposed future scope would be included with the design of the overall project with the intent of 
issuing a construction contract at a future date when the Port has the funds to cover the costs. 

-7- 



financing options that result in additional bond proceeds. In addition, Bay Area 
governmental agencies have been experiencing a favorable construction bid climate for 
the past several months such that construction costs have been de-escalating rather 
than escalating as they have been for the prior 10 years. It is unknown how long the 
Bay Area will experience construction cost de-escalation. As such, it is possible that the 
$4.2 million budgeted for cost escalation will not be fully required but we will not know 
until we bid the construction contract. Similarly, depending on the outcome of the design 
process, the 25% contingency of $12.8 million may not be required. 

Finally, since construction funds will be required in FY 201 1-12, it is possible that we will 
be able to increase the amount the Port can allocate to debt service to fully fund the 
project. Every $1 million in annual debt service generates approximately $10 million in 
bond proceeds. 

Port staff plan to use a portion of the $20 million in Watermark Condominium sales to 
fund the design phase of the project estimated to cost approximately $5 to $6 million. 
The Port's proposed FY 2009-10 capital budget includes $1.6 million to begin these 
design efforts. 

Conclusion 

The proposed Capital Program noted herein is going to provide the Port with significant 
enhancements and improvements in the future. However, this is the largest capital 
program that the Port has undertaken in 25 years. Thus, Port staff require significant 
resources to implement these projects that it proposes to seek from DPW, the 
Department of City Planning, the Recreation and Parks Department, and consultants. 

Given the current favorable construction bid climate, it behooves the Port to move as 
expeditiously as possible to take advantage of lower construction costs. Additionally, it 
is in the Port's best interests to issue revenue bonds in 2009 or 2010 to take advantage 
of the AMT waiver granted through the federal stimulus legislation. To that end, the 
proposed implementation plan described in this staff report presents a method to obtain 
the resources needed to develop and construct these projects in a more fast-track 
timeline to minimize interest expense of the Port revenue bonds as well as maximize 
project scope the Port can deliver with its limited capital funds. 

Port staff will return to the Port Commission at its June 9, 2009 meeting with items to 
approve MOUs with DPW, authorization to issue RFPs for consultant services required 
to implement the Port's Capital Program, and approval of the Port's proposed revenue 
bond funded projects. 

Prepared by: 

Tina Olson, Deputy Director, 
Finance and Administration 
Ed Byrne, Chief Harbor Engineer 
John Doll, Project Manager 
Kim Von Blohn, Project Manager 
Edgar Lopez, DPW 





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Backlands Improvements & Pier 94-96 Seawall Repair - 
Infrastructure improvements to the Port's Backlands area to 
expand the Port's Eco-lndustrial Pari( and other leasing 
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Pier 50 - Repairs to the driveway access to the Port's Pier 50 
Maintenance Facility to continue to use of Pier 50 for Port and 
tenant activities. 


Pier 19, or 23 - Port managed development of an 
underutilized pier. Project would fund substnjcture repairs and 
upgrades. The Port would enter into 10-year leases for office 
space in the shed and lease the bulkhead buildings for retail 
and restaurants. Tenants would be responsible for tenant 
improvements. Modeled after Pier 9. 


Pier 27 Cruise Terminal - A new, state-of-the-art sustainable 
cruise terminal at Pier 27, the location recommended by the 
Port's Cruise Terminal Advisory Panel and the berth utilized by 
the Queen Mary II in 2007. The $22 million revenue bond 
allocation will be added to an existing $20 million allocation 
bringing the project budget to $40 million. 



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PORTo/™- 

SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



May 7, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique Moyer 
Executive Directo 




SUBJECT: Request authorization to enter into negotiations for a Memorandum of 

Understanding (MOD) with the San Francisco Department of Public Works 
(DPW) for the first two phases of Project Management, Architectural and 
Engineering Services for the Pier 27 Cruise Terminal 

DIRECTOR'S RECOMMENDATION: Approve the Attached Resolution 

SUMMARY 

The Port Commission has accepted the Cruise Terminal Advisory Panel 
recommendations and authorized steps to implement the Cruise Terminal Project at 
Pier 27. Port staff recommends utilizing the San Francisco Department of Public Works 
for their expertise in Project Management, Architectural and Engineering Services that 
will help deliver a crucial maritime project that meets cruise industry standards and does 
it in a cost-effective manner. The Cruise Terminal Project will be the largest and one of 
the most significant projects the Port has undertaken with its own funding since the 
renovation of Pier 80 in the late 1980's. 

BACKGROUND 

On November 18, 2008, the San Francisco Port Commission (subject to obtaining 
approval from the Civil Service Commission authorizing the Port to contract with a 
private design and engineering team for consulting services) authorized Port staff to 
advertise a Request for Proposals to solicit professional consulting services for the 
design and engineering of the Pier 27 Cruise Terminal Project, to be followed by a 
future staff recommendation for contract award at a future Port Commission meeting. 

This Print Covers Calendar Item No. 10A 



ORT OF SAN FRANCISCO 



FAX 415 274 0528 



However, staff re-evaluated this approach by engaging with the Department of Public 
Works (DPW) to provide project management, architectural and engineering services 
for this project and to request bids from teams for specialized services with a Cruise 
Terminal Design Architect. This team would provide comprehensive services to ensure 
that the cruise terminal development meets international cruise terminal standards. 

In coordination with Item 9A regarding the Port's Proposed Capital Program, Revenue 
Bond and Implementation Plan, the Cruise Terminal Project would be the most 
prominent of the several projects that Port hopes to engage DPW to provide design and 
engineering assistance and coordination. 

Basis for DPW Selection 

Requesting interest from other departments for professional services, when professional 
service contracts are being considered, is a standard Citywide protocol and a 
requirement prior to the mandated review and approval of the Civil Service Commission 
if the Port were to desire to contract for these services. DPW has indicated significant 
interest in performing the Cruise Terminal project management, architectural and 
engineering services. 

Using DPW has several advantages especially in that DPW's talent can be quickly and 
easily accessed without the need for a professional services contracting process. DPW 
has excelled in the execution of recent projects such as: California Academy of 
Sciences and the San Francisco Library along with many others. The Cruise Terminal 
is a project management and architecturally driven project where DPW has clear 
expertise. The Cruise Terminal project does not include a significant marine 
engineering component, where the Port typically relies on internal staff expertise or 
outside consultants. Since DPW does not have cruise terminal layout design 
experience, DPW will be selecting a consultant to assist with this specialty skill. 
OJDtaining expertise in cruise terminal design will also be challenging since there are not 
many firms specializing in cruise terminal design. DPW will also be seeking assistance 
from a consultant specializing in planning for multi-use facilities to establish activities 
and cost benefits for other cruise terminal uses when the facility is not in cruise use. 
Port staff will be actively involved in developing the scope of work and participating on 
the selection committee for these specialty consultants. 

DPW PROPOSAL 

Port and DPW staffs have discussed this project implementation arrangement and, on 
April 28, 2009, DPW submitted a draft proposal to provide professional services to the 
Port, which includes the first two of the six project phases as noted below. Staff are 
currently reviewing the terms of their proposal, which when negotiated, will be 
memorialized in a Memorandum of Understanding (MOU) to be executed by DPW and 
the Port and approved by the Port Commission. The details of subsequent phases of 
the Project will be proposed at a later date, as the Project evolves and becomes better 
defined during the initial phases of planning and design. 



Phase 1 - Project Development / Conceptual Planning & Design 

DPW will complete a Facility Program Statement (FPS) including: 

Narrative description of functional areas and groups 

Adequacy diagrams 

Conceptual site plans and floor plans 

Tidal current simulation study 

Determine space and design requirements for terminal multi use activities 

Develop design basis scoping document 

Perform multi-discipline project review to establish the highest reasonable level 

of LEED standards to be achieved on the project 

Review renewable energy options and develop recommendations 

Conceptual project budget 

Cost estimate 

The tasks listed above will provide a sufficient level of information to define the scope of 
the Project in order to advance the environmental review process. 

Phase 2 - Schematic Design 

• Develop site plan based on topographical survey 

• Develop plans, elevations and sections of the Terminal and Plaza 

• Prepare sketches of the exterior, main entry, circulation / service points, and the 
interior of the Terminal 

• Build small scale massing model 

• Prepare palate of predominant exterior and interior finishes and materials 

• Provide building code analysis 

• Prepare cost estimate 

COST 

DPW will be developing a proposed cost estimate for project management and 
engineering services for Phases 1 and 2 for negotiation with Port staff. 

Cost and Quality Control 

Port Staff will be reviewing DPW's proposed organization and team qualifications, 
planned approach to the work and schedule. Staff will review proposed costs to 
industry standards to assure that the Port is getting good value for the services DPW 
performs. Staff will also be comparing DPW's fee with other Port projects that used 
consultants by comparing the service fees as a percentage of anticipated project cost. 

FUNDING 

Funding for Phases 1 and 2 of this MOU will come from the Port's current FY 2009- 
2010 Capital Budget. 



SCHEDULE 

The following is the milestone schedule of the initial project activities: 

Negotiate MOU with DPW May 13-20, 2009 

Present MOU for the first two phases and seek Port Commission May 26, 2009 

authorization to enter into agreement with DPW 

Complete Phase 1 - Project Development / Conceptual Planning & December 30, 2009 
Design 

Complete Phase 2 - Schematic Design May 31 , 2010 

If the Port Commission authorizes staff to move forward with DPW, staff proposes to 
provide quarterly updates to the Commission beginning in September 2009. 

SUMMARY 

Port staff is ready to negotiate for professional engineering services from DPW as 
described in this report. Therefore, staff request that the Port Commission approve the 
attached resolution authorizing staff to negotiate a MOU with DPW for the first two 
phases of the Project Management, Architectural and Engineering Services for the Pier 
27 Cruise Terminal. 



Prepared by: Kim von Blohn, Project Manager 

& John Doll, Project Manager 

For: Ed Byrne, Chief Harbor Engineer 



-4- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-25 



WHEREAS, The Port Commission has accepted the Cruise Terminal Advisory Panel 
recommendations and authorized steps to implement the Cruise Terminal 
Project ("Project") at Pier 27; and 

WHEREAS, Port Staff engaged with the San Francisco Department of Public Works 
(DPW) to provide project management, architectural and engineering 
services for this Project and to request bids from teams for specialized 
services with a Cruise Terminal Design Architect; and 

WHEREAS, DPW submitted a draft proposal to provide such professional services to 
the Port which includes the first two of the six project phases; and 

WHEREAS, The Port Commission has allocated funding in its Capital Budget, which 

staff expect will be sufficient to pay for the first two phases; now, therefore 
belt 

RESOLVED, That the San Francisco Port Commission hereby authorizes Port staff to 
enter into negotiations with DPW to develop a Memorandum of 
Understanding (MOU) with the Department of Public Works (DPW) for the 
first two phases of Project Management, Architectural and Engineering 
Services for the Pier 27 Cruise Terminal as described in the staff 
memorandum accompanying this resolution. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 12, 2009. 



SECRETARY 



"JlHi 



PORTo^ 

SAN FRANCISCO 



TO: 



FROM: 



SUBJECT: 



blOFS 



MEMORANDUM 

May 7, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer yi/l ,^ fV ^^^ 
Executive Director ' g 

Request approval (1) to award the SWL 337 development opportunity to 
Seawall Lot 337 Associates, LLC and (2) to authorize exclusive 
negotiations for a mixed-use development project at SWL 337 and Pier 48 
bounded by China Basin Channel, Third Street, Mission Rock Street, and 
San Francisco Bay. 

DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

EXECUTIVE SUMMARY 

This staff report provides information on the result of the Request for Proposals ("RFP") 
process initiated in 2008 to develop Seawall Lot (SWL) 337, currently a surface parking 
lot, and the adjacent Pier 48. This report presents reviews conducted by Port staff, 
consultants and the Seawall Lot 337 Advisory Panel of the qualified proposal received 
from Seawall Lot 337 Associates LLC ("SWL 337 LLC" or "Developer"). 

Based on the analysis presented in this report. Port Staff recommends that Developer 
be awarded the opportunity and asks for authorization to proceed with exclusive 
negotiations for the mixed use development of SWL 337 including China Basin Park, 
Pier 48 and portions of Terry Francois Boulevard. During the exclusive negotiating 
period. Staff intends to work with Developer to further define the development plan and 
develop a feasible economic structure that are viable to justify private investment, 
respond to the economic needs of the Port, and meet the public objectives of the City 
and its residents. 

Staff recommends financial and negotiating principles (shown in Exhibit A) to guide in 
developing a complete master plan for the site, and to specify conditions to this award 
for additional future review and action by the Port Commission. 

The Print Covers Calendar Item No. 11 A 



SAN FRANCISCO 




wmmammmmm 



Wt 



BACKGROUND 

In October 2007, the San Francisco Port Commission initiated a two-phase developer 
solicitation process for Seawall Lot (SWL) 337, a 16 acre Port waterfront site located 
along the south side of China Basin Channel, generally bounded by Third and Mission 
Rock Streets, and Terry Francois Boulevard and Pier 48 adjacent to the northeast side 
of SWL 337 (Shown in Exhibit B). Currently SWL 337 is a surface parking lot leased to 
the San Francisco Giants. Currently, major uses of Pier 48 include ballpark overflow 
parking in the northern shed and storage for the Department of Elections in the southern 
shed. All of these current uses are on short term leases in anticipation of development. 
In the latest complete fiscal year the Port collected $2.3 million in revenues from SWL 
337 and $1 .4 million from Pier 48. 

On October 23, 2007, the Port Commission authorized staff to issue a Request for 
Qualifications ("RFQ") for development of SWL 337 and, as an option, Pier 48 based on 
objectives and criteria developed through a community planning process. The Port 
Commission also authorized the Executive Director to convene a Seawall Lot 337 
Advisory Panel representing planning, environmental, economic, urban design & 
architecture, neighborhood and city-wide interests and expertise to review respondent 
submittals and provide findings and recommendations to the Port Commission for its 
consideration and action (Resolution No. 07-80). Four teams submitted timely, 
complete and responsive development concepts. 

On February 26, 2008, the Port Commission received an informational presentation 
from the four developer teams regarding their RFQ submittals. On April 8, 2008, the 
Port Commission received an informational presentation from the SWL 337 Advisory 
Panel summarizing its deliberations and evaluation of the four RFQ submittals. ^ 

On April 22, 2008, the Port Commission approved the Advisory Panel's 
recommendation to invite two of the development teams to respond to a Request for 
Proposals (RFP) (Resolution No. 08-25): 

• Boston Properties, Kenwood Investments, Wilson Meany Sullivan 

• Cordish Company, Farallon Asset Management, San Francisco Giants 

The Port Commission also authorized issuance of the RFP with revised objectives and 
criteria (Resolution No. 08-26). The RFP was issued on May 27, 2008 with a deadline 
for submittals of August 27, 2008. 

SHORTLISTED DEVELOPER TEAMS COMBINE INTO SINGLE ENTITY 

On August 19, 2008 the two development teams invited to respond to the RFP informed 
the Port of their intention to combine into a single development entity "in an effort to 
strengthen [their] efforts, to devise the best possible design for the site, and to increase 



^ See the April 2, 2008 Memorandum to the San Francisco Port Commission which discusses the four 
proposals and their evaluations in detail, which is incorporated by reference. Said memorandum is 
available on the Port's website at 
http://www.sfgov.org/site/uploadedfiles/port/meetings/supporting/2008/ltem9aSWL337(1).pdf 

-2- 



the likelihood that a financially beneficial and viable project can move forward and begin 
generating revenues for the Port". The combined developer team, SWL 337 Associates 
LLC, requested and was granted four separate extensions of the submittal deadline, 
culminating on January 15, 2009. 

On January 15, 2009, the Port received an RFP submittal from SWL 337 LLC 
comprised of the following partners (listed in the order named in the submittal): 

San Francisco Giants 

Wilson Meany Sullivan 

Kenwood Investments 

The Cordish Company 

Stockbridge Capital 

Farallon Capital Management, LLC 

At the February 10, 2009 Port Commission meeting, Developer presented its 
development concept for SWL 337 and Pier 48, which has been posted on the Port's 
webpage for this offering (www.sfport.com/swl337). 

DEVELOPER PROPOSAL 

Project Design and Development Concept 

Developer has presented a vision for a new neighborhood, "The Mission Rock District" 
at SWL 337 including China Basin Park, Pier 48 and portions of Terry Francois 
Boulevard. The submittal includes renderings illustrating proposed parks, buildings, 
streets and promenades. Specifically, the proposal includes in excess of 8 acres of 
public open space, approximately 240,000 square feet of retail space, 1 million square 
feet of office space, 875 units of rental residential and 181 ,000 square feet of event/flex 
space at Pier 48. See Exhibit C for a detailed description of the proposal. 

The proposal features a five acre waterfront open space. Mission Rock Park, extending 
from the Bay into a mixed-use neighborhood with office, residential, retail and 
recreational uses. With connections to streets in the adjacent Mission Bay 
Redevelopment Project Area, the proposed block pattern of SWL 337 is broken into ten 
city blocks to create a pedestrian environment, with views and paths to parks and water 
from within and outside the district. 

Mission Rock Park and the historic rehabilitation of Pier 48, including rebuilding of the 
pier "aprons" to provide public access around the pier's perimeter, are two major public 
benefits of the project. They are proposed to be completed in the third and fourth 
development phases, projected for 2022 and 2026, respectively. Until they undergo 
development. Pier 48 would continue to be operated for interim uses with modest 
capital improvements, and SWL 337 would continue in surface parking use. SWL 337 
surface parking would be replaced incrementally, corresponding with the phasing of 
development of individual blocks. The existing China Basin Park at the north edge of the 
site would remain until it is incorporated into the construction of the larger Mission Rock 
Park. 



Technical Submittal: Project Team, Transportation Plan, Market Analysis, 
Operations 

Development Team 

SWL 337 LLC is a joint submittal of partners from the two teams short-listed in the RFQ 
process. The combined development entity has extensive local and national 
development experience. Wilson Meany Sullivan (WMS) emerged as the primary 
development manager for SWL 337 LLC with WMS and San Francisco Giants staff 
shown as the primary contact and day-to-day project management team. Boston 
Properties, a major capital partner, opted not to participate in the joint submittal and is 
no longer involved in the project. Developer has identified four entities (WMS, San 
Francisco Giants, Kenwood Investments, LLC, and The Cordish Company) to serve as 
operating members for the project with responsibility for construction and development, 
community outreach, regulatory compliance, procurement of entitlements, interaction 
with the Port and other day to day responsibilities, Farallon Capital Management, LLC 
and Stockbridge Capital are capital partners and must approve material financial 
decisions. 

The project design team includes Perkins+Will (formerly SMWM), Beyer Blinder Belle 
Architects & Planners as lead architects, Hargreaves Associates as landscape architect, 
and Atelier Ten as sustainability consultant. General contractors for the project are 
Hathaway Dinwiddle and Nibbi Brothers with civil engineering expertise from BKF 
Engineers and geotechnical engineering by Engeo and Treadwell & Rollo. 
Environmental consultants are Ash Creek Associates and Eler Kalinowski. Legal 
representation for the team is Coblentz, Patch, Duffy & Bass and Sheppard Mullin 
Hampton & Richter. Parking consultants include Robert L. Harrison Transportation 
Planning, Adavant Consulting, Douglas Wright Consulting, Messagesmith Strategic 
Communications and Imperial Parking. 

Transportation Demand Management Plan 

The proposal includes technical information on a proposed Transportation Demand 
Management Plan (Transportation Plan), real estate market analysis, and business and 
operations plans. 

The Transportation Plan presents the Developer's proposal of how the project would be 
designed and programmed to meet San Francisco's Transit-First policy and the 
transportation objectives for the RFP. The Transportation Plan presents public transit 
and parking demand estimates and strategies for achieving the Developer's stated 
project goal of reducing automobile use. Vehicle parking to support the built mixed-use 
project and the existing uses at AT&T Park is concentrated on the site's southern edge 
(approximately 2,000 spaces) with additional parking resources in the center of the 
project (320) and on the northern edge (163 spaces) for a total project count of 2,650 
parking spaces. The Transportation Plan includes the concept of expanding Muni's E- 
Embarcadero historic streetcar line to the project site, although it does not present a 
financing or implementation strategy for such an improvement. 



Market Analysis and Business Plan 

The proposal includes a market study to support Developer conclusions regarding 
revenue assumptions and the viability of the proposed development program. However, 
citing the current financial turmoil impacting development and absorption for all types of 
uses, Developer provides only a generalized overview of the San Francisco real estate 
market and does not provide specific property-level information nor any project-level 
conclusions. Instead Developer has proposed to work with the Port to further refine the 
business plan for the project. 

The proposal puts forth a narrative business plan, operations and management plan, a 
discussion on job creation and employment opportunities resulting from site 
development and a proposed open space maintenance budget. 

Financial Proposal 

The Developer's financial proposal acknowledges the project's many unknowns but 
recognizes the enduring development opportunity of this Site, given how the adjacent 
Mission Bay area is tailored to meet health, biotech and emerging industry markets. In 
light of the dramatic downturn in the economy in late 2008 and continuing unstable 
economic climate. Developer was continually adjusting its financial proposal up until the 
final RFP submittal deadline of January 15, 2009. As a result, Developer states that 
many financial assumptions in its proposal may vary from the plans and renderings in its 
design and land use proposal. For instance, the financial pro formas currently reflect 
office developments with larger building footprints and lower building heights than 
illustrated in the development design plans in order to target typical building needs of 
the health and biotech industry. 

Developer proposed an approximately four year period to conduct due diligence and 
obtain all required entitlements followed by a four-phase, 17 year site build-out 
commencing in 2013. Taking advantage of proximate, existing infrastructure. Phase 
One focuses office and residential construction in the northwest portion of the site along 
Third Street, which would minimize land development costs in the early phases. The 
sequencing of subsequent development phases extending toward the water would 
entail higher development costs that must be supported by the project as a whole. 
These consist of the parking garages, a possible substation. Mission Rock Park, and a 
perimeter stabilization system for the entire site. Developer proposes a "just in time" 
approach to infrastructure improvements: land development is phased on a building-by- 
building basis, and is only undertaken once there is a disposition contract for each 
building. 

The preliminary pro forma submittal is conceptual, and does not provide specific 
breakdown for individual development blocks of development costs and revenues. 
Instead, the financial proposal provides initial projections of investments, financing 
structure and returns, based on generic pro forma analysis of typical office and 
residential apartment development blocks. Developer acknowledges that further work 
will be needed to refine a development plan and economic structure that is viable to 
justify private capital investment, as well as respond to Port economic needs, and public 



objectives of the City and tine general public. Port staff will work during the ENA period 
to refine and develop a financial structure that provides fair market value to both the 
public and private sector. 

Development Framework 

Developer proposes a lease term of 75 years for SWL 337 and 66 years at Pier 48, the 
maximums allowed by State law. Developer proposes a master development framework 
with eight mixed use development pads plus sites for parks (Mission Rock Park and 
Mission Rock Square), an approximately 2,000 space parking structure, and Pier 48 
build out, all between 2013 and 2027. Developer would lease the property from the 
Port, secure all entitlements and approvals, perform the infrastructure improvements, 
create parcels for vertical development, fund a portion of the parking costs, and build 
the open space improvements (sometimes referred to as "horizontal" development 
activities) and, in turn, lease the development parcels for construction of individual 
buildings. Individual developer's for each of the development pads (sometimes referred 
as "vertical" developers) would pay ground rent to Developer, which would compensate 
for infrastructure improvements and land value created by SWL 337 LLC, as well as 
lease revenue to the Port. Developer estimates total infrastructure (horizontal) 
development would cost $216 million. Developer estimates the total development costs 
including all building construction at $2.2 billion. 

Interim Rent 

Surface parking, storage and other interim uses would continue on site until the 
subparcels are made available for development projected to be from 2009 to 2018. The 
Developer's preliminary pro forma indicates that Port would continue to receive interim 
parking and storage rent totaling $32 million between 2009 and 2018 (all rent estimates 
are shown on Exhibit D). Between 2013 and 2018, as each subparcel is "taken down" 
(as site and infrastructure improvements commence) it will become unavailable for 
interim leasing and the Port would receive a pro rata share of the site base rent 
attributable to that subparcel. After 2018, Developer expects to have site-wide 
infrastructure improvements underway (including perimeter subsurface stabilization and 
park construction) signifying the end of interim leases on the site. 

Base Rent 

Base rent would commence when each subparcel is taken down, and is projected at 
approximately $1 million in 2014, and ultimately increasing to $6 million annually at build 
out projected in 2027. The Port is projected to receive base rent totaling $208 million 
between 2013 and 2053. Though the submittal has no specific proposal for base rent 
increases, the pro forma shows $254 million in "performance rent" between 2013 and 
2053 roughly equal to base rent escalations every 5 years at the rate of inflation. 

The submittal indicates that base rent increases and participation rent are to be 
negotiated during the ENA period. Developer has proposed that public infrastructure to 
support SWL 337 development would be financed through Port revenue bonds backed 
by Developer's funds and the growth in City tax revenues generated by the new 

-6- 



development ("SWL 337 tax increment") that would not exist but for the project. Once 
the last of the Port revenue bonds are issued for the project, projected in 2028, SWL 
337 tax increment revenue growth would flow to the Port and thus be available to 
finance other Port projects outside of SWL 337. The submittal's proposed public 
financing mechanism is discussed further below. 

Rent from Pier 48 begins at $558,868 annually in 2009 increasing to approximately $3 
million in 2053, projected to total almost $72 million through 2053. Developer has 
provided detailed lease revenue projections through 2053, however the proposed lease 
terms extend beyond 2053 until 2075 at Pier 48 and until 2084 at SWL 337. 

Public Finance 

The Developer's submittal proposes that the Port issue revenue bonds beginning in 
2013 to fund public infrastructure supporting the project. Developer proposes that 
revenue bonds be repaid from the SWL 337 project, initially backed by: 1 ) a 
reimbursement agreement from the Developer; 2) Community Finance District (Mello 
Roos or CFD) special taxes levied on each parcel as it is taken down; to be replaced by 
3) incremental tax (IFD) revenues once each parcel is completed and placed on the tax 
roll. SWL 337 tax increment revenues would be used to pay off the revenue bond and 
to repay the Developer's equity. Developer estimates that the project would generate 
total increment of $452 million between 2013 and 2053. The Developer's preliminary 
pro forma proposes that the Port issue revenue bonds funded by $254 million in SWL 
337 tax increment proceeds between 2013 and 2053 (equivalent to $120 million of 
bonding capacity in 2013 when discounted to 2013 dollars at 6%) to fund infrastructure 
improvements for the SWL 337 development Between 2028 and 2053 $198 million of 
SWL 337 tax increment (equivalent to $50 million in bonding capacity in 2028 dollars) 
would be available for other Port uses. 

PROPOSAL EVALUATION PROCESS 

After staff determined that Developer's submittal was timely, complete and responsive 
to the RFP requirements, the Port conducted a thorough, multi-part evaluation of the 
proposal's responsiveness to the Port's objectives in the RFP. Port staff, its 
consultants, and the SWL 337 Advisory Panel reviewed the proposal's adherence to the 
RFP's evaluation and selection criteria as presented in Table 1 . As only one proposal 
was evaluated, its consistency with each of the RFP criteria was assessed qualitatively 
rather than using a numeric scoring system. 

The SWL 337 Advisory Panel took the lead in evaluating and making recommendations 
to the Port Commission regarding the responsiveness of the Developer's proposal to 
the following RFP objective categories: Land Use, Open Space, Transportation, 
Neighborhood Character, Historic Resources & City Form, and Sustainability. The 
report of the Advisory Panel's review and recommendations is presented in Exhibit E in 
this staff report. Port staff took the lead in evaluating the Developer's proposal for 
responsiveness to the RFP's Economic Objectives, with input from the SWL 337 
Advisory Panel. Port Staff also was responsible for evaluating Developer's financial 
proposal and qualifications. 



I 



Port staff was assisted by consultants who reviewed and provided technical 
assessments of various elements of the RFP submittal, presented below. These 
assessments (shown in Exhibit F) were distributed to the SWL 337 Advisory Panel, and 
were considered in both Port Staff and Advisory Panel reviews. 

• Economic Analysis: CBRE Consulting/Conley Consulting Group 

• Physical Planning and Urban Design: BMS Design Group 

• Transportation Demand Management Analysis: Nelson/Nygaard Consulting 
Associates 

• Transportation Muni and Parl<ing: San Francisco Municipal Transportation 
Agency 

• Sustainability: San Francisco Department of the Environment 



Table 1: SWL 337 Evaluation and Selection Criteria Summary 
Criteria 



Percent 
Scoring 
(100 Total Pts) 



Quality of the Design and Development Submittal, which will include following 
considerations: 

■ response to RFP development objectives 

■ character and quality of the development (e.g. street network, location of 
buildings and open space, connectivity to the surrounding area, massing and 
treatment of buildings, quality of open space, clarity in sustainability proposals 

■ quality of Transportation Demand Management Plan 

■ evaluation of development program against public trust principles 



60% 



Strength of Financial Proposal based on proposed economic return to the Port, based 
on base rent and percentage rent or other forms of participation proposed by the 
Respondent 



40% 



Financial capacity of the Respondent and economic viability of proposal, based on 
relevant factors such as: 

• ability to raise and commit funds for the project and continuing operations and 
maintenance 

■ adequacy of projected revenues to support the investment 

■ reasonableness of the cash flow analysis 

■ proposed capital investment for improvements 



Supports the 
evaluation of 
economic return 



Experience, organization and reputation of the Respondent's team on complex 
projects, based on relevant factors such as: 

history of on-time and on-budget projects 

economic success of similar ventures 

design excellence of completed projects 

clear lines of authority and responsibilities 

Team & key personnel qualifications 

availability of key team members 

ability to work with Port and community 

litigation and compliance record 

ability to comply with City Requirements 



Supports the 
evaluation of 
development 
concept and 
economic return 



Summary of Public Comments 

The Port has received substantial public comment on this proposed project which is 
summarized below. Public meeting presentations, comments and discussions occurred 
at the February 10, 2009 Port Commission meeting, March 1 1 , 2009 Central Waterfront 
Advisory Group (CWAG) meeting, and the March 18, 2009 public workshop on the 
Developer's proposal. In addition, the Port has received many written comments 
through the Port SWL 337 web page. These public comments are presented in detail in 
Exhibits G, H, I & J in this staff report. 

Port Commission Meeting Informational Presentation 

On February 10, 2009, Developer gave an informational presentation to the Port 
Commission describing the project. Members of the public generally supported the 
project going forward, though several expressed an interest in having public benefits 
built earlier in the project's phasing schedule. Many representatives from local labor 
unions spoke in support of the project, specifically the anticipated job creation 
associated with project construction. See Exhibit G for excerpts from the Port 
Commission meeting minutes regarding SWL 337 RFP proposal public comments. 

Central Waterfront Advisorv Group ("CWAG") Review 

On March 1 1 , 2009, the CWAG chair, Toby Levine, led a discussion of CWAG's 
comments on the SWL 337 LLC submittal. CWAG members had many questions and 
observations. They generally liked the intimate scale and fine grain of development 
shown in the proposal and were encouraged by the overall project direction. They 
sought more discussion on the proposed project phasing and were interested in having 
significant open space development occur with aggressive linkage to vertical 
development. Notes from the CWAG discussion, including Developer team's 
responses, are attached as Exhibit H below. 

SWL 337 Public Workshop 

On March 18, 2009, the Port's SWL 337 Advisory Group sponsored a public workshop 
attended by approximately 70 interested neighbors, Port staff and developer team 
representatives. After presenting a project overview, Developer listened, responded 
and interacted with the assembly on questions of land use, open space, neighborhood 
character, project economics and sustainability. There were several comments 
pertaining to the character of the proposed retail program especially in contrast and/or 
complement to the existing retail on King Street and the retail planned for 4^^ Street in 
Mission Bay. Complete workshop notes are attached as Exhibit I to this staff report. 

Comments Submitted to Port Website 

Through the Port's SWL 337 web page, the public logged several comments on issues 
ranging from appropriate building heights, scale and density, project compatibility with 
Mission Bay, parking concerns, preservation of industrial uses at Pier 50, opportunities 
for youth development and education, and the possibility of addressing skating 
interests. A compilation of these comments is attached as Exhibit J to this staff report. 



Experience, Organization and Reputation of the Respondent's Team 

The members of Developer's team have demonstrated extensive experience developing 
large scale urban projects dedicated to architectural and urban design quality, quality of 
public amenities and historic preservation. Notable projects in development or 
completed by team members include the Ferry Building, AT&T Ballpark, China Basin 
Park, Mission Bay, Treasure Island, Bay Meadows, One Market, and the Power Plant 
Live (an 8 acre, 250,000 square foot retail/entertainment and office project in Baltimore, 
Maryland). Team members also operate smaller projects such as AT&T Ballpark, Flood 
Building and the Aquarium of the Bay. 

The examples listed above demonstrate a good understanding of local market and 
community issues through implementation of complex development projects in 
challenging regulatory environments including the Ferry Building, Treasure Island and 
Bay Meadows. However, Cordish as the entertainment/retail lead has not demonstrated 
local expertise addressing the additional challenges in implementation of a San 
Francisco entertainment focused development. 

Overall, staff finds that the development team represents very strong local development 
experience with a highly qualified professional and design consultant team. SWL 337 
LLC is qualified to design, entitle and develop a project of the complexity posed by SWL 
337 and Pier 48 development 

Financial Capacity of the Respondent 

Review of the financial documents and qualifications submitted by SWL 337 LLC was 
conducted by Lawrence Brown, Port Financial Analyst. Mr. Brown was in contact with 
each of Developer team members to review records and documents. The Developer's 
proposal estimates that the infrastructure and entitlement of the project will cost $216 
million with SWL 337 LLC contributing approximately $38 million. However, Mr. Brown 
based his financial capacity analysis on the Developer's demonstrated ability provide 
equity contribution of up to $300 to 400 million. This is a more conservative assumption 
that would allow for sufficient equity to fund both the infrastructure (horizontal) and 
building (vertical) development with the balance of the funding coming from debt 
financing. 

Mr. Brown's memorandum, (included as Exhibit K) indicates that the current economic 
downturn has had a significant negative impact on the development team's financial 
capacity as determined by the combined shareholder's equity. Nevertheless, SWL 337 
LLC team members still have considerable resources and have no difficulty in providing 
the necessary capital needed for the project and in obtaining debt financing for the 
remainder of total (horizontal and vertical) development costs. In the worse case, 
should no debt financing be available, SWL 337 LLC has sufficient resources to fully 
finance the development. Overall, Developer is very strong financially and clearly has 
the resources to secure or access equity and debt financing to complete the project. 



■10- 



Quality of the Design and Development Submittal 

As indicated above, the SWL 337 Advisory Panel was primarily responsible for 
reviewing Developer's proposal against the RFP Development Objectives, except the 
Economic Objectives (which were evaluated by Port Staff). The Advisory Panel's 
review was designed to ensure that the comments and diverse perspectives from the 
public were carefully considered in the evaluation of Developer's proposal. Its process 
was thorough and methodical, factoring all public comments received on the project, as 
summarized above; all consultant-prepared studies; written questions and answers, and 
an interview with Developer; and interactive deliberations which included Port Staff and 
consultants. 

A full report of the review and recommendations from the SWL 337 Advisory Panel is 
presented in Exhibit E. In summary, the Advisory Panel found the RFP submittal overall 
to have many strengths that are worthy of consideration. The Advisory Panel found that 
it responds to the objective of creating a vital urban environment which takes full 
advantage of its special waterfront location and setting, and includes a broad mix of 
uses which would promote frequent and lively interactions between workers, residents, 
visitors and recreation enthusiasts. In particular, the Advisory Panel responded very 
positively to the orientation and thoughtful design of the Mission Rock Park at the north 
end of SWL 337, and how it incorporates and highlights historic features of the Mission 
Bay area. Lefty O'Doul/Third Street Bridge and Pier 48 (which would be rehabilitated). 
Overall, the Advisory Panel applauded the site layout, character, and distribution of 
open spaces, which provides a clear urban framework for development. 

At the same time, the Advisory Panel also flagged a number of concerns and issues for 
reconsideration and/or further address. These include the need to provide a vision and 
details about how the substantial amount and character of proposed retail activity would 
be developed in the project, and how it would interact with existing or planned retail 
uses in the Mission Bay Redevelopment area. The Advisory Panel did not support the 
Developer's proposal for affordable housing in the RFP submittal, as it concentrates 
below-market housing exclusively on one block, across the street from Pier 50 which 
would continue in light industrial use. On the transportation front, the Advisory Panel 
questioned the viability of the Developer's proposal to extend the E-line into the project 
area, when there are no funding resources or implementation strategies proposed to 
support the concept. Additionally, several Advisory Panel members were not supportive 
of the size and scale of the large, approximately 2,000 space parking garage proposed 
at the southern end of SWL 337, nor were they convinced that this amount of parking 
must be located at SWL 337. 

Although not tasked with evaluating it, the SWL 337 Advisory Panel received 
information and briefings on the Developer's financial proposal. The Advisory Panel 
recognized that the uncertainties of the current recession have made it more difficult for 
Developer, the Port and the public to define the ground rules for development which 
continue to be in flux. Thus, it is understood that the Developer's proposal is a starting 
concept with several unknowns in play. With this in mind, the Advisory Panel (as well 
as Port Staff) conducted its review recognizing the need to anticipate changes in the 
project design and program. The Advisory Panel's review of the Developer's proposal 

-11- 



against the RFP Objectives therefore not only produced feedback and comments on the 
particular features of the proposal, it also produced recommended principles that are 
intended to guide the further evolution and changes to the project if the Port 
Commission selects SWL 337 LLC to enter into exclusive development negotiations. 
The Advisory Panel report includes recommended principles for Land Use; Open 
Space; Neighborhood Character, Historic Resources and City Form; Transportation and 
Parking; and Sustainability, which have been incorporated into the Port Staff 
recommendation discussion, presented below in this report. 

Strength of Financial Proposal 

Port staff evaluated the Developer's Financial Proposal, assisted by technical financial 
and economic feasibility analysis conducted by CBRE Consulting and Conley 
Consulting Group. The financial proposal is based on a very conceptual development 
program where the lack of details at this time create many uncertainties about the 
economic performance of the project. As submitted, the financial proposal does not 
meet all of the original economic objectives of the RFP. Port staff recognizes that the 
timing of this proposal, in the midst of the extraordinary economic downtown and 
ongoing market volatility, limits the ability of an even highly experienced development 
team to provide a reliable and detailed economic proposal for such a complex project.. 

As stated above, the Developer acknowledges that further work will be needed to refine 
a development plan and economic structure that meets the economic needs and 
objectives of the Port. The ENA will be structured to allow the Port and Developer to 
develop a more detailed financial proposal while also advancing the development and 
entitlement of the proposed land use plan. 

Port Revenue 

The Developer's lease proposal of $6 million in annual base rent from SWL 337 and 
$558,868 in annual base rent from Pier 48 falls short of rent objective's outlined in the 
original RFP of $8 million for SWL 337, phased in over several years, and $2.2 million 
for Pier 48. The proposal indicates that annual rent increases, percentage rent. Port 
participation in sale and financing proceeds are to be negotiated at a later date and is 
silent on the timing of fair market value resets for base rent. Additionally, the proposal's 
treatment of Pier 48 seems to be incomplete, offering rents below current interim lease 
rates with major improvements at Pier 48 delayed until 2026. Based on the current 
proposal, Port staff does not believe a long-term lease is warranted at Pier 48. If the 
Port Commission chooses to proceed, Port staff would seek revisions to the proposal 
regarding Pier 48 or evaluate whether Pier 48 should be included in the scope of a long- 
term development agreement. 

Public Finance 

The Port's 10-Year Capital Plan identifies $2 billion in capital needs to complete the 
deferred maintenance and historic preservation of Port facilities. Of the $2 billion in total 
need, the Capital Plan identified a total of $650 million in funding including: Port tenant 
obligations, the Port's operating budget, revenue bonds, development projects, 

-12- 



Infrastructure Financing District bonds, General Obligation bonds, and the mechanisms 
available to Pier 70 under 2008's Proposition D. In approving the 10- Year Capital Plan, 
the Port Commission anticipated petitioning the Board of Supervisors to create a local 
Infrastructure Financing District (IFD) to capture new tax increment revenues generated 
from new development on SWL 337 to help finance Port capital projects outside of SWL 
337; these revenues were anticipated to be major sources of the $650 million Capital 
Plan program, and were targeted to fund historic rehabilitation of some of the most 
valuable historic resources in Pier 70, plus Blue Greenway public access projects. 

The Developer's proposal represents a change from the Port Commission's Capital 
Plan strategy. Developer proposes a structure that would use most of the SWL 337 IFD 
tax increment to support SWL 337 project development. All of the SWL 337-generated 
local tax increment proceeds from the projected start date of construction, 2013 through 
2027 would be directed solely to the project. However, there would be no SWL 337 Tax 
Increment if a financially feasible project is not developed. From 2028, SWL 337 tax 
increment revenues would become available to the Port to fund other non-SWL 337 
capital projects. 

As described in the RFP, the Port is pursuing state legislation, AB 1 176, to allow the 
Port to receive the portion of tax increment revenue currently allocated to the State of 
California to instead be directed to Pier 70 capital improvements. The legislation 
recognizes the Port's status as a public trust grantee and would allow the State's share 
of the tax increment to be applied to historic preservation, open space and 
environmental clean-up improvements at Pier 70. Developer's financial proposal does 
not include this potential tax increment (estimated by Developer to have a net present 
value of $40 million). If the Port is able to secure approval of AB 1 176 and extend it to 
include SWL 337 tax increment, the project could generate funds to finance some Pier 
70 waterfront improvements. 

Port Debt Capacity 

Developer has proposed to fund the upfront entitlement costs of the development as 
equity. The construction costs of infrastructure improvements are funded by a 
combination of Port revenue bonds, funded by future SWL 337 tax increment, and 
private capital from the vertical developer. Taking on $194 million of Port debt for the 
SWL 337 project is a departure from the RFP and the Port's 10-Year Capital Plan, even 
if that debt is repaid from new tax revenues generated by the project. During the ENA 
period. Port staff will examine the full range of financing options for development of 
SWL 337, to refine and develop a financial structure that provides fair market value to 
justify private investment and responds to the economic needs of the Port. 

Summary of Proposal Evaluation 

SWL 337 LLC is a very experienced development team with local and national 
experience with major waterfront development sites. Developer is extremely well 
capitalized and can fund the costs of both the horizontal and vertical development of the 
site. Developer submitted a site design and land use program that the Advisory Panel 
applauded for its site layout, character, and distribution of open spaces, which provides 

-13- 



a clear urban framework for development. The Advisory Panel also expressed 
concerns regarding transportation, affordable housing, phasing and other aspects of the 
Developer's submittal. 

While the Developer's financial proposal does not meet all of the RFP's annual rent and 
other financial objectives, entering into an ENA with Developer now will give the parties 
an opportunity to assess whether a project can be feasibly developed that meets the 
Port's financial objectives and provides fair value to both the public and private sector 
participants. 

The Port Commission authorized the SWL 337 RFP process with the premise that site 
development would include on-site benefits in addition to meeting a larger goal of 
generating rent and tax increment revenue to finance Port capital projects. If the Port is 
to proceed with the Developer, the Port Commission will need to carefully consider and 
appropriately balance the Port's design, rent, and financial objectives, based on a 
complete and integrated development and financial proposal. Such a detailed master 
plan would enable the Port and Developer to more readily determine whether the 
financial and development issues raised by the Advisory Panel and Port staff can be 
adequately addressed. Port staff believes that working in coordination with Developer to 
develop a master plan is the best way to explore the possibility of a project that 
allocates risk in a manner that meets the Port's objectives for the site. 

Because of the overall quality of the development team and design proposal, staff 
believes that it would be fruitful to enter into exclusive negotiations with SWL 337 LLC 
and explore whether the parties can develop a potential project at SWL 337 that meets 
the Port's overall objectives and appropriately balances the financial risks of the project. 
The negotiation period allows time to see whether these goals can be achieved. Staff 
believes that, with a stabilized economy and guidance by a sound policy framework, the 
Port can develop a detailed master plan with the Developer leading to a successful 
project. 



FINANCIAL AND NEGOTIATING PRINCIPLES 

Based on the analysis of the proposal, the Advisory Panel, Port Staff, its consultants 
and City support staff have jointly created a policy framework for the proposed project. 
This policy framework includes negotiating principles and identifies specific tasks and 
milestones to be met by Developer. Staff believes these are sound principles to guide 
the ENA. 

Balance Financial Risk and Reward: Development of SWL 337 should balance the 

Port's risk related to bonding capacity and balance sheet with revenue associated with 

ground rent and IFD increment. 

1 . The Port should be open to a careful examination of a full range of financing options 
for development of SWL 337. Any use of public debt instruments, including IFD and 
CFD bonds or other mechanisms, must be demonstrated to best achieve the Port's 
interests; 



•14- 



2. Create a structure that provides incentives and guarantees that the Developer will 
complete its obligations within an appropriate timeframe; 

3. Risks to the Port should be carefully balanced against the potential reward from 
development. Port risk exposure from any use of its balance sheet or bonding 
capacity should be considered against the Port revenue from ground rent and IFD 
income. In particular the Port must consider the off site impacts, both positive and 
negative, of its actions on this property; 

4. The substantial Port revenues generated by current uses of the property should be 
preserved (as interim uses) until they are replaced with higher revenue generating 
uses consistent with the Port's guiding principles for the site; and 

5. Renegotiate existing on-site leases to establish floor for interim revenues. 

Financial Transaction Structure: Development of SWL 337 will be a public private 
partnership where both parties act to preserve and enhance the value of the asset, with 
risk, reward and return distributed equitably. 

1 . Provide transparency on distribution of risks and rewards between the Port and 
Developer. 

2. The financial returns to both parties should be parallel (not necessarily equivalent), 
with appropriate incentives for Developer to complete its obligations and create 
value to the Port. 

3. The financial burdens and trust benefits of development (especially infrastructure 
and open space) should be appropriately distributed amongst the development 
phases, and not weighted towards the final phase. 

4. The Port should participate in the 'upsides', particularly with regard to future 
increases in the revenue available to support ground rent and infrastructure 
payments over time. 

5. Retail uses at this site should have a parallel land lease burden to retail elsewhere at 
the Port, with lease participation based on gross sales revenues. 

Land Use - Development Program 

1 . Provide a clear description of the land use and development program, and the 
proposed uses by block. 

2. Provide a clear retail vision for the project, including a description of the 
character/types (local, regional, visitor-oriented) amounts, and locations of the retail 
program across the project site. 

3. Accelerate phasing of proposed Pier 48 improvements and activities. 

4. Increase the program for water-oriented uses in the project (including water access), 
including clearer definition of locations, amounts, phasing and information on how 
those uses/programs would be delivered/phased as part of the project. 

5. Revise program for incorporating affordable housing within the project that is not 
concentrated on a specific block which responds to applicable City requirements, 
defines the type and size of units that would be provided, defines funding sources 
and amounts of subsidies required to support the program, and provides legal basis 
for any preferences. 

-15- 



Open Space 

1 . Revise the development phasing plan to provide in each phase a balanced delivery 
of public open space with other developed uses. 

2. Produce an open space maintenance and operations plan which describes how 
publicly-accessible parks and open spaces will be managed and funded without Port 
operating revenues. Include information about the entity/ arrangements to handle 
these management responsibilities. 

3. For open space areas that are proposed for wildlife habitat benefit, provide sufficient 
information to demonstrate that the design concept incorporates site improvements 
that will actually be useful to wildlife and/or environmental education. 

Neighborhood Character. Historic Resources & City Form 

1 . Produce a site plan which identifies the locations, heights and building mass 
dimensions of the proposed development program. 

2. Demonstrate that development orientation and design actively contribute to an 
inviting, pedestrian character of publicly-accessible open spaces, and avoid creating 
adverse microclimate conditions. 

3. Incorporate architectural and urban design treatments in perimeter blocks to 
acknowledge and relate to the surrounding Mission Bay area, as well as integrate 
with activities and built elements internal to the project. 

Transportation and Parking 

1 . Produce a Transportation Demand Management Plan (TDMP) that proactively 
promotes alternatives to private automobile ownership and use to achieve "low 
traffic" development which includes: 

a. formalized mode split performance targets (e.g. vehicle trip reduction, auto vs. 
non-auto ratios) increased over time, in successive phases; 

b. staffing and funding to educate users and implement TDMP action plan 
commitments, tailored to SWL 337 residents, employers/workers and 
attendees at AT&T Park events; 

c. measures to improve effectiveness and consistency of transportation demand 
management programs for entire Mission Bay area by integrating SWL 337 
TDMP efforts with those of Mission Bay and UCSF-Mission Bay 
transportation management programs. 

2. Include strategies in the TDMP which create proactive incentives for public transit 
and alternative travel mode use; and market-based utilization of on-street and off- 
street project parking (for AT&T event and non-event days). 

Sustainability 

1 . Incorporate site-wide sustainability practices and improvements that capitalize on 
the large size of the SWL 337 site, in addition to building-specific sustainability 
measures. 

2. Prepare more detailed parking and circulation information accompanying detailed 
development proposals as they emerge, to develop a model for sustainable 
transportation operations. 

-16- 



EXCLUSIVE NEGOTIATIONS PROCESS 

The Port Commission, under the terms of the RFP, has the sole discretion to authorize 
exclusive negotiations. Upon the Port Commission's award, Port staff and Developer 
would negotiate the terms of an Exclusive Negotiation Agreement ("ENA"). As called for 
in the RFP, the ENA will contain time and performance benchmarks, including 
provisions for payment of liquidated damages and termination for non-performance, and 
provide for Developer to fund the Port's costs associated with project planning and 
review. The ENA will set forth the Port's commitment to not enter negotiations 
concerning the Site with any other entities during the exclusive negotiation period. 

The primary focus of the exclusive negotiations would be the Developer's creating a 
detailed master plan that outlines a flexible master plan development approach and 
includes a revised, integrated financial plan ("Revised Proposal") that responds to the 
Financial and Negotiating Principles presented above. 

During the period of exclusive negotiations, the following events are anticipated: 

■ Review and refinement of the proposed development project to respond to Port 
and public concerns. 

■ Determine whether the master plan justifies a long term lease for Pier 48. 

■ Leases for Pier 48 and SWL 337 and related documents for the lease and 
development of the site in a final form approved by the City Attorney's Office will 
be negotiated incorporating specific terms, including the Port's and Developer's 
respective responsibilities, the economic parameters, development standards 
and requirements, and a performance schedule. 

■ Developer will complete its due diligence review of the site, finalize financial 
projections and complete preliminary site plans, including elevations and 
renderings for the site. 

■ Developer will secure financial commitments for the proposed project from 
lenders and/or equity sources and preliminary sublease commitments from 
potential vertical developers and proposed anchor tenants. 

■ Developer, with the Port's cooperation, will complete the project approval 
processes and any required environmental review. 

The ENA is the agreement between the parties governing how the required agreements 
will be negotiated. It specifies time frames and milestones for Port Commission, 
Planning Commission and Board of Supervisors review and approval. It will also specify 
negotiation fees and recovery for Port project costs. Entering into negotiations is not an 
approval of the project, nor does it commit either party to the project. As outlined in the 
RFP and Developer's proposal, numerous policy actions must be taken for this project. 

If the Port Commission chooses to award this opportunity to the Developer, Port staff 
recommends entering into an ENA for a 12 month period with 6 month extensions of up 
to an additional 3 years. The initial 12 months will provide time for Developer to submit a 
Revised Proposal that responds to the Financial and Negotiating Principles presented 
above. The Revised Proposal would require review and endorsement by the Port 
Commission, and endorsement by the Board of Supervisors of an early term sheet, prior 

-17- 



to negotiating a Lease Development Disposition Agreement and Lease, which also 
would require Port Commission and Board approval. The proposed extension periods 
allow for time for publication of an environmental impact report considering the project, 
site rezoning and other regulatory actions needed to entitle the project. 

In addition to the standard terms of a Port development project ENA, this ENA will 
address the following milestones for project review: 

1 . Submit a complete proposal for the project site including master plan level of 
details regarding development program, height and massing, parking and 
transportation, phasing subject to the policy framework above and conditions 
outlined in the principles. 

2. Development of a term sheet for review and approval by the Port Commission. 
That term sheet will include at a minimum the following terms: 

■ Guaranteed minimum rent, annual increases, percentage rent and Port 
participation in sale and financing proceeds must be set at fair market value 
and must comply with the terms indicated in the RFP. 

■ Developer will be responsible for all development and operating costs of the 
project and any land exchange or lease agreement will include provisions to 
ensure the Port has no ongoing costs from this project in perpetuity. 

■ Port interest in the land will not be subordinated to any debt or claim. 

■ The transaction documents should include specific requirements for public 
finance, creating and retaining public parks, open space, active recreation 
and public parking as permanent conditions of the project. 

3. Public trust study, per Senate Bill 815 (SB 815), for review by the California 
State Lands Commission as a condition of securing the ability to develop non- 
trust uses on SWL 337^, evaluate the type and amount of trust land uses 
included in the development program, and how the development program overall 
incorporates the waterfront setting and natural public trust features including: 

■ Analyzing how SWL 337 development and design reflects public trust needs 
as specified in SB 815 

■ Summary of viable public trust uses for SWL 337 

■ Project transportation needs analysis 

To verify the financial commitments of the various members of the project team, 
the Port staff recommends that the Port Commission condition the ENA approval 
on receipt of all joint venture, partnership or operating agreements among the 
named entities comprising Seawall Lot 337 Associates, LLC pertaining to this 
development opportunity. 



^ See Port website, 

http://www.sfqov.org/slte/uploadeclfiles/port/port commission/StatelandsEvdIuationCriteria.pdf for more 

information on SB 815 public trust study. 

-18- 



RECOMMENDATION 

Based on the assessment of the proposal using the RFP evaluation criteria, Port staff 
recommends that the Port Commission (1) award the SWL 337 development 
opportunity to Seawall Lot 337 Associates, LLC and (2) authorize exclusive negotiations 
for a mixed used development project at SWL 337 and Pier 48 with SWL 337 
Associates, LLC subject to the Financial and Negotiating Principles shown in Exhibit A. 

NEXT STEPS 

If the Port Commission chooses to adopt the attached resolution Port staff will negotiate 
an ENA with Developer for Port Commission approval. Developer acknowledges that 
further work will be needed to refine a development plan and economic structure that is 
viable to justify private capital investment, as well as respond to Port economic needs, 
and public objectives of the City and the general public. The ENA will require Developer 
to submit a complete master plan submittal and term sheet complying with the Financial 
and Negotiating Principles shown in Exhibit A. Port staff will negotiate a term sheet 
complying with the financial principles in Exhibit A. It is expected that a complete 
proposal and term sheet will be available for Port Commission consideration in early 
2010. 

ADVISORY PANEL APPRECIATION 

Port staff expresses its thanks and appreciation to the SWL 337 Advisory Panel, Port 
consultants, and City staff for their participation in and support of the Port's evaluation of 
responses to the RFQ and RFP. 

Prepared by: Phil Williamson, Project Manager 

Jonathan Stern, Assistant Deputy Director, Waterfront Development 
Diane Oshima, Assistant Deputy Director, Waterfront Planning 
Lawrence Brown, Financial Analyst 

For: Byron Rhett, Deputy Director, Planning & Development 



Exhibits 

A. Financial and Negotiating Principles 

B. Location Map 

C. Summary of Proposal 

D. Developer Projections of Port Revenue 

E. Seawall Lot 337 Advisory Panel Report 

F. Consultant Reports (CBRE/Conley, BMS, Nelson Nygaard, MIA, DOE) 

G. Public Comments from February 10, 2009 Port Commission Meeting 
H. Notes from March 1 1 , 2009 CWAG Meeting 

I. Notes from March 1 8, 2009 Public Workshop 

J. Public Comments to Port's Project Internet Page 

K. Financial Capacity Summary 

-19- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-26 

WHEREAS, Charter Section B3.581 empowers the Port Commission with the authority 
and duty to use, conduct, operate, maintain, manage, regulate and control 
the lands within Port jurisdiction; and 

WHEREAS, The Port Commission adopted the Waterfront Land Use Plan, including 
the Design Access Element (the "Waterfront Land Use Plan"), in 1997 
after a seven year planning process; and 

WHEREAS, The Port owns approximately 16 acres at Seawall Lot 337 (SWL 337) and 
Pier 48, bounded generally by China Basin, the San Francisco Bay, 
Mission Rock Street and Third Street, including China Basin Park and a 
portion of the existing Terry Francois, Jr. Blvd., which together provide 
short-term parking and ingress and egress serving visitors to the 
waterfront; and 

WHEREAS, The Port Commission and community have invested significant efforts to 
plan for the development of SWL 337, which included a community 
planning process in 2007 as prescribed by the Waterfront Land Use Plan, 
which was led by the SWL 337 Port Commission Committee composed of 
then-President Ann Lazarus and then-Vice President Kimberly Brandon 
and supported by an extraordinary interagency cooperative effort involving 
staff of the Mayor Gavin Newsom's Office, Redevelopment Agency, 
Planning Department, and Municipal Transportation Agency, to define 
development objectives for the site, prior to initiating the development 
solicitation process; and 

WHEREAS, During this planning effort, the Port and City also worked closely with the 
California State Lands Commission staff (State Lands) and Senator 
Carole Migden to sponsor Senate Bill 815 (SB 815), which was signed into 
law by Governor Arnold Schwarzenegger on October 13, 2007, and 
provides for a process that allows State Lands to lift public trust use 
restrictions from SWL 337 and specified other Port seawall lot sites to 
enable higher economic development and revenue generation, for the 
purpose of investing in preservation of National Register-listed Port 
historic resources and the creation of waterfront public open space 
recognized in San Francisco Bay Conservation and Development 
Commission (BCDC) plans; and 

WHEREAS, The Development Objectives and Criteria included an option to include 
Pier 48 in proposals, in recognition of its potential to provide a place for 
public events and activities adjacent to new waterfront open space, where 
any use program will still be required to comply with public trust 
restrictions; and 



-20- 



Resolution No. 09-26 
Page 2 

WHEREAS, The Port Commission recognized SWL 337 to be tiie Port's most valuable 
real estate asset and, consistent with SB 815, anticipated that 
development of this site would generate significant net new revenue to 
enable the Port to increase its capability to preserve and rehabilitate Port 
maritime historic resources that are listed on the National Register of 
Historic Places, and create waterfront public open space that is 
recognized in BCDC plans; and 

WHEREAS, The extraordinary setting of SWL 337 and broader range of developable 
uses allowed under SB 815 yielded Development Objectives and Criteria 
that promote a vibrant and unique urban mixed use development that 
incorporates a public open space program with a substantial increase in 
shoreline open space; and 

WHEREAS, At the direction of the Port Commission, Port staff established the 

SWL 337 Advisory Panel, made up of seven members with experience in 
real estate economics, land use planning, environmental issues, 
architecture/urban design and neighborhood and city-wide interests, to 
ensure input from community stakeholders in the review of development 
concepts and proposals for SWL 337 through a two-step Request for 
Qualifications (RFQ) and Request for Proposals (RFP) developer 
solicitation process that incorporated the Development Objectives and 
Criteria; and 

WHEREAS, The Port Commission held public hearings on February 26, 2008 and April 
22, 2008, to review development concepts of four interested developer 
teams that submitted timely, complete and responsive submittals in 
response to the RFQ and, by Resolution No. 08-26, authorized and 
directed Port staff to issue and invite two of the teams to respond to an 
RFP, which was issued on May 27, 2008; and 

WHEREAS, Members of the two teams notified the Port of their decision to join into 
one team, called SWL 337 Associates, LLC (Developer), to prepare a 
response to the RFP. The team requested and was granted four 
extensions to the original August 2008 RFP submittal deadline and 
submitted a timely, complete and responsive proposal for the mixed-use 
development of SWL 337 and Pier 48 on the final RFP submittal deadline 
of January 1 5, 2009; and 

WHEREAS, The Port Commission has received public presentations and comments on 
Developer's proposal at the Port Commission meeting of February 10, 
2009, and public comments from the Port's Central Waterfront Advisory 
Group meeting on March 11, 2009, a SWL 337 public workshop on March 
18, 2009, and input from citizens through letters and online comments on 
the Port's SWL 337 webpage; and 



-21- 



Resolution No. 09-26 
Page 3 

WHEREAS Port staff contracted with outside consultants CBRE Consulting/Conley 
Consulting Group, BMS Design Group, and Nelson/Nygaard, and with 
staff from the San Francisco Municipal Transportation Agency and the 
Department of the Environment to provide technical reviews of various 
elements of the RFP proposal, to supplement the review by Port staff and 
the SWL 337 Advisory Panel; and 

WHEREAS, Port staff finds that SWL 337 Associates, LLC has the qualifications, 

experience and financial qualifications to undertal<e the project proposed; 
and 

WHEREAS, The SWL 337 Advisory Panel, Port staff, its consultants, and City staff 

produced reports documenting their respective reviews, and found that the 
RFP submittal overall has many strengths that are worthy of 
consideration, that it responds to the objective of creating a vital urban 
environment fitting of its special waterfront location and setting, and 
includes a broad mix of uses to promote enjoyment and appreciation of 
the City and San Francisco Bay, and thus provides a clear urban 
framework for development; and 

WHEREAS, While the financial proposal does not meet all of the Port's annual rent and 
other financial criteria established in the SWL 337 Development 
Objectives and Criteria, Port staff recommends entering into an ENA with 
Developer which will give the parties the opportunity to assess whether a 
project can be feasibly developed that meets the Port's financial objectives 
and provides fair value to both public and private sector participants, 
presents a financing strategy that would direct SWL 337 tax increment 
revenues to SWL 337 development instead of other Port capital projects 
as anticipated in SB 815 and the Port's adopted 10-Year Capital Plan; and 

WHEREAS, The SWL 337 Advisory Panel, Port staff and consultants, and City staff 
recognize the need to anticipate change and to identify the underlying 
principles that should be used as guideposts to enable the Port and public 
to evaluate project changes as they evolve, as well as to identify specific 
tasks and milestones for Developer, which led to the development of 
"Financial and Negotiating Principles" for any negotiations with Developer, 
which are attached to this resolution as Exhibit A; and 

WHEREAS, The Port Commission has reviewed and evaluated the summaries and 
analyses of Developer's proposal prepared by Port staff, the SWL 337 
Advisory Panel, Port consultants, and City staff, has reviewed the Port 
staff recommendations set forth in the staff report accompanying this 
resolution, has considered the public testimony on this matter given to the 
Port Commission, and the Financial and Negotiating Principles; now 
therefore be it 

-22- 



Resolution No. 09-26 
Page 4 

RESOLVED, That the Port Commission hereby awards to Developer the opportunity to 
negotiate for the development of SWL 337 and Pier 48 as a mixed-use 
development project, and authorizes Port staff to proceed with exclusive 
negotiations with Developer for a complete master plan proposal for the 
site, with the understanding that the final terms and conditions of any 
Exclusive Negotiating Agreement (ENA) negotiated between the Port and 
Developer must include performance benchmarks consistent with the 
Financial and Negotiating Principles, and terms and conditions of the ENA 
as described in the staff report associated with this resolution, all of which 
will be subject to the further approval of the Port Commission; and be it 
further 

RESOLVED, That the Port Commission reserves the right, if negotiations with 

Developer are unsuccessful and do not lead to approval of a development 
agreement, lease and related documents, to undertake other efforts such 
as issuing a new request for proposals, at the Port Commission's sole 
discretion; and be it further 

RESOLVED, That the award of the opportunity to enter exclusive negotiations does not 
commit the Port Commission to approval of a final ENA, lease, lease 
disposition and development agreement, or related documents, and that 
the Port Commission will not take any discretionary actions committing it 
to the project until it has reviewed and considered environmental 
documentation prepared in compliance with the California Environmental 
Quality Act (CEQA); and be it further 

RESOLVED, That the Port Commission expresses its thanks and appreciation to the 
SWL 337 Advisory Panel, Port consultants, and City staff for their 
participation in and support of the Port's evaluation of responses to the 
RFQ and RFP. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 12, 2009. 



Secretary 



-23- 



Exhibit A 
Financial and Negotiating Principles 

Balance Financial Risk and Reward: Development ofSWL 337 should balance the 
Port's risk related to bonding capacity and balance sheet with revenue associated with 
ground rent and IFD increment. 

1 . The Port should be open to a careful examination of a full range of financing options 
for development of SWL 337. Any use of public debt instruments, including IFD and 
CFD bonds or other mechanisms, must be demonstrated to best achieve the Port's 
interests; 

2. Create a structure that provides incentives and guarantees that the developer will 
complete its obligations in accordance within an appropriate timeframe; 

3. Risks to the Port should be carefully balanced against the potential reward from 
development. Port risk exposure from any use of its balance sheet pr bonding 
capacity should be considered against the Port revenue from ground rent and IFD 
income. In particular the Port must consider the off site impacts, both positive and 
negative, of its actions on this property; 

4. The substantial Port revenues generated by current uses of the property should be 
preserved (as interim uses) until they are replaced with higher revenue generating 
uses consistent with the Port's guiding principles for the site; and 

5. Renegotiate existing on-site leases to establish floor for interim revenues. 

Financial Transaction Structure: Development of SWL 337 will be a public private 
partnership where both parties act to preserve and enhance the value of the asset, with 
risk, reward and return distributed equitably. 

1 . Provide transparency on distribution of risks and rewards between the Port and 
Developer. 

2. The financial returns to both parties should be parallel (not necessarily equivalent), 
with appropriate incentives for Developer to complete its obligations and create 
value to the Port. 

3. The financial burdens and trust benefits of development (especially infrastructure 
and open space) should be appropriately distributed amongst the development . 
phases, and not weighted towards the final phase. 

4. The Port should participate in the 'upsides', particularly with regard to future 
increases in the revenue available to support ground rent and infrastructure 
payments over time. 

5. Retail uses at this site should have a parallel land lease burden to retail elsewhere at 
the Port, with lease participation based on gross sales revenues. 

Land Use - Development Program 

1 . Provide a clear description of the land use and development program, and the 
proposed uses by block. 

2. Provide a clear retail vision for the project, including a description of the 
character/types (local, regional, visitor-oriented) amounts, and locations of the retail 
program across the project site. 



3. Accelerate phasing of proposed Pier 48 improvements and activities. 

4. Increase the program for water-oriented uses in the project (including water access), 
including clearer definition of locations, amounts, phasing and information on how 
those uses/programs would be delivered/phased as part of the project. 

5. Revise program for incorporating affordable housing within the project that is not 
concentrated on a specific block which responds to applicable City requirements, 
defines the type and size of units that would be provided, defines funding sources 
and amounts of subsidies required to support the program, and provides legal basis 
for any preferences. 

Open Space 

1 . Revise the development phasing plan to provide in each phase a balanced delivery 
of public open space with other developed uses. 

2. Produce an open space maintenance and operations plan which describes how 
publicly-accessible parks and open spaces will be managed and funded without Port 
operating revenues. Include information about the entity/ arrangements to handle 
these management responsibilities. 

3. For open space areas that are proposed for wildlife habitat benefit, provide sufficient 
information to demonstrate that the design concept incorporates site improvements 
that will actually be useful to wildlife and/or environmental education. 

Neighborhood Character. Historic Resources & City Form 

1. Produce a site plan which identifies the locations, heights and building mass 
dimensions of the proposed development program. 

2. Demonstrate that development orientation and design actively contribute to an 
inviting, pedestrian character of publicly-accessible open spaces, and avoid creating 
adverse microclimate conditions. 

3. Incorporate architectural and urban design treatments in perimeter blocks to 
acknowledge and relate to the surrounding Mission Bay area, as well as integrate 
with activities and built elements internal to the project. 

Transportation and Parking 

1 . Produce a TDMP that proactively promotes alternatives to private automobile 
ownership and use to achieve "low traffic" development which includes: 

a. formalized mode split performance targets (e.g. vehicle trip reduction, auto vs. 
non-auto ratios) increased over time, in successive phases; 

b. staffing and funding to educate users and implement TDMP action plan 
commitments, tailored to SWL 337 residents, employers/workers and 
attendees at AT&T Park events; 

c. measures to improve effectiveness and consistency of transportation demand 
management programs for entire Mission Bay area by integrating SWL 337 
TDMP efforts with those of Mission Bay and UCSF-Mission Bay 
transportation management programs. 



2. Include strategies in the TDMP which create proactive incentives for public transit 
and alternative travel mode use; and market-based utilization of on-street and off- 
street project parking (for AT&T event and non-event days). 

Sustainability 

1 . Incorporate site-wide sustainability practices and improvements that capitalize on 
the large size of the SWL 337 site, in addition to building-specific sustainability 
measures. 

2. Prepare more detailed parking and circulation information accompanying detailed 
development proposals as they emerge, to develop a model for sustainable 
transportation operations. 



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Exhibit C 
Seawall Lot 337 RFP Submittal 



Development Entity: 




Managing Partners 


San Francisco Giants 
Wilson Meany Sullivan 
Kenwood Investments 
The Cordish Company 


Capital Partners 


Stockbridge Capital 

Farallon Capital Management, L.L.C. 


Project Team: 




Land Use/Urban Designer 


SMWM/Perkins & Will 
Beyer Blinder Belle 


Architecture 


SMWM/Perkins & Will 
Beyer Blinder Belle 


Landscape Architect 


Hargreaves Associates 


Civil Engineers 


BKF Civil Engineers 


Transportation and Parking 


Robert L. Harrison Transportation Planning 
Adavant Consulting 
Douglas Wright Consulting 
Messagesmith Strategic Communications 
Imperial Parking 


Legal Counsel 


Coblentz, Patch, Duffy & Bass 
Sheppard Mullin Hampton & Richter 


Geotechnical Engineers 


Treadweil & Rollo 
ENGEO 


Sustainability Advisors 


Atelier Ten 


Hazardous Materials 
Remediation/Environmental 


Ash Creek Associates, Inc. 
Eler Kalinowski 


Construction 


Hathaway Dinwiddle 
Nibbi Brothers 


Community Relations 


San Francisco Giants 
Wilson Meany Sullivan 
Kenwood Investments 
The Cordish Company 


Lead Negotiator 


Seawall Lot 337 Associates, LLC 


Comparable development & 
construction projects of 
development entity principals 


SF Giants: AT&T Park; China Basin Park 

Cordish: Ballpark Village, St. Louis, MO; Kansas City 

Power & Light District 

Farallon: Mission Bay 

WMS: The Ferry Building 

Kenwood: Treasure Island 



Project Concept: 




• Overview 


SWL 337 will feature a major waterfront open space 
sweeping up from the Bay into a lively mixed-use 
neighborhood with office, residential, retail and 
recreational uses. Linking to the streets of Mission Bay, 
the proposed block pattern of SWL 337 is broken into ten 
small city blocks to create a pedestrian friendly 
environment and provide views and paths to the park and 
water from all directions within and outside the district. 


• Open Space 


8.7 acres of public open space including a 1 .5 acre 
neighborhood square within the core of the development, a 
1 acre plaza at the entrance to Pier 48 and a 5.1 acre park 
directly on the Bay bringing people close to the water 
through a promenade that extends over the rip-rap and 
steps leading down to the water and to a kayak launch. 
Park to be activated by programs for family recreation, 
gatherings, performances and enjoyment of Bay and 
China Basin views. Rooftop gardens and playfields, 
primarv streets and sidewalks are in addition to the 8.7 
acres. 


• Total Commercial Space 


Retail space: 242,375 sq. ft. 
Event/Flex space: 181,200 sq. ft. 
Office: 1,037,400 sq. ft. 
Residential: 875 units 
Parking: 2,650 spaces 


• Pier 48 


Front portion of 48A: Restaurant; Front portion of 48B: 

Retail 

Central portion of both sheds: Flexible space for events, 

trade shows, exhibits, festivals with some game day 

parking. 

Rear portion of both sheds and connector building: major 

event and conference center with small cafe. 

Renovated pier apron: Maritime operations and vessel 

berthing, public access, fishing, Bayside History Walk. 


Key Financial Terms 




Term 


75 Years at SWL 337 

A master lease converting to a parcel-by-parcel lease 

upon commencement of construction on each parcel. 


Base Rent -SWL 337 


$6Mm. 

Allocated at commencement of construction for each 

development parcel. 


Base Rent -Pier 48 


$558,868 


SWL 337 Construction/Interim 
Rent 


Continued parking revenues (~'$2.8M/Yr.) 


Rent Escalations 


To be negotiated 


Participation Rent 


To be negotiated 



Public Financing 




Infrastructure Finance 
District (IFD)/Revenue 
Bonds 


Developer proposed Port issue revenue bonds be bacl<ed 
by a Reimbursement Agreement from the Developer (Paid 
by CFD taxes on leasehold and IFD) to fund public 
infrastructure supporting the project. 


IFD tax increment to 
project 


Tax increment totaling $452 million 

Supporting $194 million of Port revenue bonds issued from 

2013 through 2026 

Estimated bonding capacity of $120 million in 2013 $s 


IFD tax increment to 
Port 


Tax increment totaling $198 million from 2028 to 2053 
Estimated bonding capacity of $50 million in 2028 


Bonding capacity of 
Base Rent 


Currently site rent funds Port operations. If the Port 
chooses to bond against base rent, estimated bonding 
capacity of $45 to $60 million 


Debt Service Coverage 


Reimbursement Agreement includes 1.05x coverage 


ERAF (state) share of 
property tax 


To Port if State law changes 
Total increment $154 million 
Estimated Port bonding capacity of $40 million 



Exhibit D 
Developer Projections of Port Revenue 





Port Net 


Interim 


Base 


Performance 


Share of 




YEAR 


Bonding 


Income 


Rent 


Rent 


IFD Revenue 


Total 


1 Total 


$194,223,712 


$32,666,950 


$232,095,290 


$275,072,438 


$201,008,005 


$740,842,682 


2009 


$0 


$2,800,000 


$0 


$0 


$0 


$2,800,000 


2010 


$0 


$2,884,000 


$0 


$0 


$0 


$2,884,000 


2011 


$0 


$2,970,520 


$0 


$0 


$0 


$2,970,520 


2012 


$0 


$3,059,636 


$0 


$0 


$0 


$3,059,636 


2013 


$10,837,077 


$2,855,979 


$690,750 


$86,695 


$0 


$3,633,424 


2014 


$9,763,282 


$2,231,603 


$1,984,500 


$249,072 


$0 


$4,465,175 


2015 


$0 


$2,298,551 


$1,984,500 


$249,072 


$0 


$4,532,123 


2016 


$0 


$2,367,507 


$1,984,500 


$249,072 


$0 


$4,601,079 


2017 


$0 


$2,438,532 


$1,984,500 


$249,072 


$0 


$4,672,105 


2018 


$40,881,373 


$1,674,459 


$3,355,000 


$1,022,514 


$0 


$6,051,973 


2019 


$36,136,920 


$1,332,717 


$4,122,500 


$1,256,427 


$0 


$6,711,645 


2020 


$7,868,872 


$1,372,699 


$4,122,500 


$1,256,427 


$0 


$6,751,626 


2021 


$0 


$1,413,880 


$4,122,500 


$1,256,427 


$0 


$6,792,807 


2022 


$7,194,771 


$1,456,296 


$4,122,500 


$1,256,427 


$0 


$6,835,223 


2023 


$20,637,264 


$1,147,047 


$4,524,500 


$2,319,212 


$0 


$7,990,759 


2024 


$32,668,490 


$363,526 


$5,906,000 


$3,027,355 


$0 


$9,296,881 


2025 


$18,544,589 


$0 


$6,661,760 


$3,414,750 


$0 


$10,076,510 


2026 


$9,691,073 


$0 


$6,661,760 


$3,414,750 


$0 


$10,076,510 


2027 


$0 


$0 


$6,661,760 


$3,414,750 


$649,508 


$10,726,018 


2028 


$0 


$0 


$6,661,760 


$5,019,676 


$1,259,900 


$12,941,337 


2029 


$0 


$0 


$6,661,760 


$5,019,676 


$1,582,068 


$13,263,505 


2030 


$0 


$0 


$6,661,760 


$5,019,676 


$1,910,679 


$13,592,116 


2031 


$0 


$0 


$6,661,760 


$5,019,676 


$2,245,863 


$13,927,299 


2032 


$0 


$0 


$6,661,760 


$5,019,676 


$2,587,750 


$14,269,186 


2033 


$0 


$0 


$6,661,760 


$6,880,226 


$2,936,474 


$16,478,461 


2034 


$0 


$0 


$6,661,760 


$6,880,226 


$3,292,174 


$16,834,160 


2035 


$0 


$0 


$6,661,760 


$6,880,226 


$3,654,987 


$17,196,973 


2036 


$0 


$0 


$6,661,760 


$6,880,226 


$4,025,056 


$17,567,043 


2037 


$0 


$0 


$6,661,760 


$6,880,226 


$4,402,527 


$17,944,514 


2038 


$0 


$0 


$6,661,760 


$9,037,114 


$4,787,547 


$20,486,421 


2039 


$0 


$0 


$6,661,760 


$9,037,114 


$5,180,268 


$20,879,142 


2040 


$0 


$0 


$6,661 ,760 


$9,037,114 


$5,580,843 


$21,279,717 


2041 


$0 


$0 


$6,661 .760 


$9,037,114 


$5,989,430 


$21,688,304 


2042 


$0 


$0 


$6,661,760 


$9,037,114 


$6,406,188 


$22,105,062 


2043 


$0 


$0 


$6,661,760 


$11,537,537 


$6,831,282 


$25,030,579 


2044 


$0 


$0 


$6,661,760 


$11,537,537 


$8,093,376 


$26,292,674 


2045 


$0 


$0 


$6,661,760 


$11,537,537 


$9,282,051 


$27,481,348 


2046 


$0 


$0 


$6,661,760 


$11,537,537 


$9,733,163 


$27,932,461 


2047 


$0 


$0 


$6,661,760 


$11,537,537 


$10,193,298 


$28,392,596 


2048 


$0 


$0 


$6,661,760 


$14,436,214 


$10,662,636 


$31,760,610 


2049 


$0 


$0 


$6,661,760 


$14,436,214 


$14,266,759 


$35,364,733 


2050 


$0 


$0 


$6,661,760 


$14,436,214 


$17,517,741 


$38,615,715 


2051 


$0 


$0 


$6,661,760 


$14,436,214 


$18,617,384 


$39,715,358 


2052 


$0 


$0 


$6,661,760 


$14,436,214 


$19,125,410 


$40,223,384 


2053 


$0 


$0 


$6,661,760 


$17,796,574 


$20,193,640 


$44,651,974 



EXHIBIT E 




PORTe 



SAN FRANCISCO 



Port of San Francisco 
Seawall Lot 337 Advisory Panel 

Report and Recommendations to the San Francisco Port Commission 
RFP Submittal for the Development of Seawall Lot 337 and Pier 48 

May 4, 2009 

Overview 

In May 2008, the Port of San Francisco issued a Request for Development Proposals (RFP) for 
the Seawall Lot (SWL) 337 Development Opportunity, a 16 acre site on the south side of China 
Basin Channel, bounded by Third Street, Terry Francois Boulevard and Mission Rock Street. 
The Development Opportunity also includes adjacent Pier 48. 

This Port received one proposal to the RFP on January 15, 2009. Previously, the Port 
Commission had established a SWL 337 Advisory Panel to ensure ongoing participation and 
input from the community during the development solicitation process. The SWL 337 Advisory 
Panel members (see attached bios on each member) are: 

Ruth Gravanis, Chair Paula Collins, Vice Chair 

, John Rahalm Sarah Karlinsky 

Amy Neches Tony Kelly 
Michael Willis 

As one of its duties, the Advisory Panel reviewed the RFP development proposal to assess how 
it measured up to the RFP objectives and criteria. This report presents the results of that review 
and the Advisory Panel's recommendations and comments. 



Background 

The Port and community have invested significant efforts to plan for the development of SWL 
337. Prior to the issuance of the RFP, the Port Commission worked with community 
stakeholders and the development community to define community planning objectives, and to 
craft a development solicitation process to promote interactive dialog between the Port, citizens 
and developers about the desired objectives for SWL 337 and Pier 48. Below is a summary of 



the work leading up to the review of the RFP proposal, which is presented in full on the Port's 
website: www.sfport.coni/swl337 : 

January - October 2007 : SWL 337 community planning process to evaluate site land use 
options, technical studies, and produce Development Objectives. 

October 2007 : Port Commission authorizes initiation of a two-step developer solicitation 
process, starting with a Request for Qualifications (RFQ) from interested developers, with 
accompanying concept plans; and establishes the SWL 337 Advisory Panel to review proposals 
and make recommendations to the Port Commission. 

February 2008 : Port receives RFQ submittals from four development teams. The concept 
plans are presented for public comment and interactive discussions with the development 
teams. 

April 2008 : SWL 337 Advisory Panel presents its review and recommendations on the four 
RFQ submittals, and Port Commission invites two of the development teams, Boston Properties/ 
Kenwood Investments/Wilson Meany Sullivan, and Cordish Company/ Farallon Capital 
Management/San Francisco Giants, to submit proposals for the SWL 337 RFP. 

Mav 2008 - January 2009 : In August 2008, the Port Commission was notified that members 
from the two short-listed teams had combined to form one team, SWL 337 Associates LLC, 
made up of the following members: San Francisco Giants, Wilson Meany Sullivan, Kenwood 
Investments, The Cordish Company, Stockbridge Capital, Farallon Capital Management, LLC. 
The RFP deadline, originally set for August 2008 was extended four times at the request of the 
development team until January 15, 2009, when SWL 337 LLC submitted its proposal. The 
SWL 337 Advisory Panel and Port have been reviewing this proposal, which has been posted 
on the Port's website. This report presents the Advisory Panel's comments and 
recommendations to the Port Commission. 

Summary of RFP Submittal 

The RFP Submittal present a concept development plan (Volume 1), which features feature a 
major waterfront open space at the north end of the site, transitioning into a mixed-use 
neighborhood with office, residential, retail and recreational uses. The site is broken into 1 1 
blocks to create a pedestrian-scale environment, with views and paths to the park and water 
from within and outside the district. The development program summary is: 

• 8.7 acres of public open space including a 1 .5 acre neighborhood square within the core 
of the development, a 1 acre plaza at the entrance to Pier 48 and a 5.1 acre park at the 
north end of SWL 337 fronting on the Bay and China Basin Channel, pedestrian streets 
and rooftop open spaces 

• Retail space: 242,375 sq. ft. 

• Event/Flex space: 181 ,200 sq. ft. in Pier 48, which would be rehabilitated to Secretary of 
the Interior Historic Standards 

• Office: 1,037,400 sq. ft., primarily oriented to serving the biotech-related market 

• Residential: 875 units 

• Parking: 2,650 spaces in one large garage at the south end of SWL 337 (2170 spaces) 
and two smaller parking structures to the north 

2 SWL 337 Advisory Panel Report 

May 4, 2009 



Volume 2 of the RFP Submittal presents the Project Team, Real Estate Market Analysis, 
Transportation Demand Management Plan, and Operations. Volume 3 presents the financial 
proposal of SWL 337 Associates LLC. 

SWL 337 Advisory Panel Review 

As part of its process, the SWL 337 Advisory Panel received and considered all public 
comments received by the Port. In addition to written remarks received via correspondence and 
on-line comments, three public meetings were scheduled to solicit community questions and 
comments: 

• San Francisco Port Commission meeting, February 10, 2009 

• Port Central Waterfront Advisory Group, March 1 1 , 2009 

• SWL 337 Public Workshop, March 18, 2009 

The Advisory Panel's deliberations also were aided by information and technical assessments 
prepared by consultants with expertise described below. These consultants provided input to 
Port staff as well as the Advisory Panel. 

CBRE Consulting/ Conley Consulting Group - Development and Economic Feasibility 
BMS Design Group - Physical Planning and Urban Design 
Nelson\Nygaard Consulting Associates - Transportation Demand Management 
San Francisco Municipal Transportation Agency - Transportation, Muni and Parking 
San Francisco Department of the Environment - Sustainability 

After reviewing the RFP Submittal documents and public comments, the SWL 337 Advisory 
Panel forwarded several questions to SWL 337 LLC, received responses to those questions 
(see attached), and then conducted its interview with SWL 337 LLC on March 20, 2009. The 
Advisory Panel has considered this collective body of information received from the public, 
consultants. Port staff and SWL 337 LLC in conducting its review, comments and 
recommendations, as presented in this report. 

The Advisory Panel deliberations are based on the SWL 337 RFP Objectives and Criteria, 
which fall into the following categories: 1) Land Use; 2) Open Space; 3) Transportation; 
Neighborhood Character, Historic Resources and City Form; and 4) Sustainability. While these 
issues were the primary focus, the Advisory Panel also received a briefing from Port staff and its 
consultants about how the RFP Economic Objectives were addressed in the RFP proposal. 
While Port staff is taking the lead on reviewing the proposal's responsiveness to the RFP 
Economic Objectives, the Advisory Panel needed to understand how the financial proposal 
relates to the proposed development program, phasing and management issues. 

Each of the Advisory Panel members organized their review by providing qualitative ratings to 
indicate whether the Panel member found the RFP submittal to be responsive, non-responsive 
or partially responsive to the RFP Objectives and Criteria. Advisory Panel member and San 
Francisco Planning Department Director, John Rahaim, participated in the deliberations, but did 
not rate the proposal. The discussion below presents the Advisory Panel's review and summary 
of comments, by category. From this review, the Advisory Panel developed negotiating 
principles which it forwards as recommendations to the Port Commission for its consideration in 
the developer selection decision process. 

3 SWL 337 Advisory Panel Report 

May 4, 2009 



SWL 337 RFP Objectives and Criteria - LAND USE 


Consistent witli 
RFP? 


Objective 1 : Develop a diverse mix of uses at SWL 337 that reflects San Francisco's unique 
character ancj promotes a vital urban environment with lively interactions among workers, visitors 
and residents, and broad use and safe enjoyment of public spaces. 


Yes(1) 

Partially (5) 

No() 


Criteria 




a. Propose a development program that creates a public destination with major public open 
space and shoreline recreational, environmental, and cultural uses integrated with revenue 
producing uses that may include office, hotel, retail, restaurant, assembly and entertainment, 
and residential uses. 


Yes (6) 

Partially () 

No() 


b. Consistent with SB 81 5, demonstrate that first consideration was given to public trust- 
consistent uses in the development program. 


Yes (4) 

Partially (2) 

NoO 


c. Demonstrate how the development program (including non-trust uses), in a total project 
context, achieves a character that promotes public trust objectives. 


Yes (2) 

Partially (3) 

No(1) 


Objective 2: For housing proposals, provide housing program details, including number and mix 
of units, market vs. below-market (and income and price range, and source of funding for below- 
market units), ownership vs. rental units, clarity and completeness of details provided, 
appropriateness of the proposed mix, and analysis of the application of fair housing laws to any 
preferential residency proposals. If ownership housing is proposed, describe how it would be 
accommodated in a long-term ground lease, or any alternate strategy. Provide examples of 
where such alternate strategy has been successfully implemented. 


Yes() 

Partially (5) 

No (2) 


Criteria 




a. Design any proposed residential uses so that they do not conflict with the ongoing 
operational needs of Pier 50. 


Yes (2) 

Partially (2) 
Nod) 


Objective 3: Propose a use program for Pier 48 that is publicly-oriented and water-related to the 
extent possible, and which complements and enhances the public use and enjoyment of the 
major new public open space at China Basin. The Pier 48 use program must be consistent with 
the public trust, and any improvements must comply with the Secretary of Interior Standards for 
Rehabilitation. 


Yes (4) 

Partially (2) 

No() 



In general, the Advisory Panel found the RFP submittal to be responsive to the objective of 
creating a vital urban environment with the inclusion of a broad mix of uses to promote frequent 
and lively interactions between workers, residents, visitors and recreation enthusiasts. In 
particular, the major public open space at the northern end of the site. Mission Rock Park, was 
well-conceived not only for its location, size and design, but also for establishing a central public 
space where people associated with diverse activities also can converge. 

However, the RFP submittal falls short in providing adequate definition for some individual 
components of the proposal which can affect the quality and feel of the development. Advisory 
Panel members raised many questions about the proposed vision and character of the large 
retail program proposed. What type of retail environment is sought in the project? What are 
the variety of venues, goods and services anticipated, and generally how would they address 
local needs versus regional and/or visitor-oriented market demands? What market studies have 



SWL 337 Advisory Panel Report 
May 4, 2009 



been conducted to support the amount and type of retail proposed? Is it justified given the 
annount of retail approved and/or built as part of the adjacent Mission Bay North and South 
Redevelopment Plans? While recognizing that the proposal represents a concept where details 
on retail tenants would not be expected at this stage, the development team was able to 
articulate neither a clear vision nor an execution strategy for the general mix, character and 
phasing of retail environment(s) it seeks to create. 

With regard to public trust uses, the Advisory Panel responded very positively to the size, 
orientation and thoughtful design of the Mission Rock Park at the north end of SWL 337. The 
park design embraces its waterfront setting, with grand views of the Bay and Bay Bridge. 
Attributes of the proposed site layout include the idea of extending to Lefty O'Doul Bridge and 
Pier 48, which enhance the visibility and public's appreciation of two of the few historic features 
that remain in Mission Bay. 

In addition, the proposed use program for Pier 48, with improvements that would meet federal 
historic rehabilitation standards, resonated well with several Advisory Panel members. The 
Advisory Panel commented on the need for further work to incorporate more features or venues 
to increase access to water recreation uses (e.g. kayaking, swimming) to address the public 
trust use priority objectives included in the RFP. 

The Advisory Panel's positive review of the Mission Rock Park concept contrasted with a 
concern about the physical size of the proposed parking garage on Block D at the south end of 
SWL 337 (see also discussion under Transportation and Neighborhood Character sections 
below). Block D is substantially larger than other blocks on SWL 337, and has the potential to 
disrupt the pedestrian character sought for this development. This concern also related to 
remaining questions among some Advisory Panel members about whether the number of 
parking spaces in the garage is reasonable for this project, and whether the access and 
circulation requirements of the facility would disrupt the desired urban character of this 
development. 

The Advisory Panel took issue with the proposed location for meeting below-market rate 
housing requirements for the project on Block H, immediately across from Pier 50. Pier 50 is 
planned to continue in light industrial use, including the Port's maintenance center. The RFP 
includes a criterion, "Design any proposed residential uses so that they do not conflict with the 
ongoing operational needs of Pier 50." While the RFP submittal does include housing blocks 
elsewhere on the site that respond to this criterion, no information was provided to explain how 
the below-market housing would be insulated or otherwise designed to ameliorate its location 
across from an industrial facility. There was equal concern over the lack of details in the 
economic proposal regarding income level assumptions for the housing units, and whether/how 
much stabilized housing subsidy would be provided by the developer to support the affordable 
housing program. Others reacted against the idea of concentrating all the affordable units In 
one block, particularly since the proposed block is clearly the least desirable site within SWL 
337 and is directly adjacent to affordable housing parcels within the Mission Bay project, which 
could result in an undesirable concentration of affordable units. The Advisory Panel 
recommended that inclusionary housing (incorporated into market rate housing complexes) be 
considered as an alternative to meet the project's affordable housing requirement. 

The proposed phasing of development is an ongoing concern of the Advisory Panel. While the 
overall land use program appears to provide a strong opening proposal to address the 
objectives of the RFP, the proposed phasing program is problematic because key public 
benefits of the project would lag too far behind revenue-generating uses. For example, the 

5 SWL 337 Advisory Panel Report 

May 4, 2009 



Mission Rock Park is proposed to occur in Phase 3, between 2022 and 2025 (9-12 years after 
start of construction in 2013); the rehabilitation of Pier 48 is proposed in Phase 4. The Advisory 
Panel viewed this phasing plan as an unacceptable delay in the delivery of key public benefits of 
the project.. 



SWL 337 RFP Objectives and Criteria - OPEN SPACE 


Consistent 
with RFP? 


Objective 4: Develop an open space program that provides substantial visitor-serving public open 
space, and other neighborhood-oriented open spaces designed to serve the recreational needs of any 
residential uses developed on the site and provide key confiponents of the Bay Trail and Blue Greenway. 


Yes (4) 

Partially (2) 

No() 


Criteria 




a. Create gathering places for area visitors, workers and residents with linkages to China Basin Park 
and activate open spaces with events and activities that enliven SWL 337. Describe what types of 
recreational uses are intended for the various public parks and open spaces included in the proposal. 


Yes (6) 

Partially () 

No() 


b. Describe how parks and open spaces will be managed or programmed to promote safe 
and active use and enjoyment. Include a funding proposal to support these management and 
programming activities. 


Yes(1) 

Partially (3) 

No (2) 


c. Increase opportunities for tmst-consistent open space uses such as water-related recreation (either 
water-dependent or enhanced by its waterfront location) wildlife habitat and nature education. 


Yes() 

Partially (3) 

No (3) 


d. Design usable and publicly accessible neighborhood-serving open spaces such as athletic fields, 
tot lots and play structures, which comply with the Recreation and Open Space Element of the San 
Francisco General Plan. 


Yes (2) 

Partially (3) 

No() 


Objective 5: Expand China Basin Park, and create other public open space amenities that increase 
public enjoyment and views of San Francisco Bay, AT&T Ballpark, Mission Creek Channel, East Bay 
hills. Verba Buena Island and the Bay Bridge, and create a unique and complementary addition to the 
network of parks and open space along the San Francisco waterfront and in Mission Bay. 


Yes (5) 

Partially (1) 

No() 


Criteria 




a. Minimum size for contiguous major open space: 5 acres 

- Located at northeast area of the site 

- Incorporates northern leg of Terry Francois Blvd (to be closed to auto traffic) 

- Must be visitor-serving and water-oriented to comply with public trust objectives, which 
considers factors including but not limited to: active and passive recreation for locals and visitors; 
creates direct relationship with and enjoyment of the Bay; promotes water recreational use; 
promotes environmental restoration and natural habitat; interacts with and enhances the 
attractiveness and public enjoyment of the development program overall, which also in turn 
increases enjoyment of the public open space; interfaces with and takes advantage of proximity 
and adaptive reuse of Pier 48. 


Yes (5) 

Partially (1) 

No() 


b. China Basin Park and other shoreline open space should connect with and enhance the Bay Trail 
and highlight the start of the Blue Greenway. 


Yes (4) 

Partially (2) 

No() 



SWL 337 Advisory Panel Report 
May 4, 2009 



c. China Basin Park and other project open space should incorporate landscaping and ecological 
design elements that provide habitat value for native wildlife. 



Yes() 

Partially (3) 

No (3) 



Objective 6: Describe how proposed park and open spaces would be maintained and managed, 
including funding sources to support such operations. 



Yes(1) 

Partially (3) 

No (2) 



Overall, the Advisory Panel applauded the site layout and character of the conceptual public 
open space system in the RFP submittal. The program includes a good mix and distribution of 
distinct open spaces with well-defined purposes and proposed locations. Furthermore, this 
open space system is integral to and enhances the Bay Trail, and greatly advances the 
realization of the Blue Greenway public access and open space system along San Francisco's 
Central and Southern Waterfronts. As reflected in the above Land Use discussion, one of the 
best things about this RFP submittal is the Mission Rock Park design. It succeeds in creating a 
unique identity for this development, and celebrates and expands public awareness and 
appreciation of San Francisco Bay. Its incorporation of Lefty O'Doul Bridge and Pier 48 at the 
west and east ends, respectively, brings together the new in a way that enhances the old, which 
improves visibility and public appreciation of these two important historic resources. 

This system can support a broad array of activities for public open space enjoyment, including 
places for public gatherings, passive and active recreation, expansive public views and 
appreciation of the Bay, and venues conducive to creating retail, commercial, and 
entertainment-oriented interactions characteristic of vital urban mixed use neighborhoods. 
However, certain elements require further thought and program definition. Areas that were 
referred to as habitat resource locations within Mission Rock Park are ill-defined, and currently 
do not demonstrate what types of native wildlife habitat benefits would be created. Similarly, 
more work is needed to define and demonstrate effective programming for realizing water- 
related recreation activities which expand physical access to the water, and respond to the 
public trust objectives set forth in the RFP. 

The creation of a Mission Rock Square in Block E is a welcome element in the RFP proposal, to 
create a neighborhood-oriented green space. The Advisory Panel supported the location of 
such an amenity within the interior of SWL 337, but some also expressed concern about its 
adjacency to the parking garage in Block D, immediately south of the park. Further work will be 
needed to understand whether vehicle access and circulation associated with the garage would 
affect access to and enjoyment of the park, especially during crush loads before and after 
ballgames at AT&T Park, north of SWL 337. 

In addition, wind and shadow impacts on the park are a concern. Although SWL 337 LLC has 
indicated that the height and scale of new development may vary from that presented in RFP 
Volume I, major development on adjacent blocks should undergo wind and shadow studies to 
avoid compromises to the public's enjoyment of the park. 

As indicated in the Land Use discussion above, the Advisory Panel found the proposed phasing 
plan to be inadequate, as it defers the delivery of the major parks -and thus benefits to the 
public- too late in the development process. In addition, the Advisory Panel was disappointed 
over the lack of information to address how parks and open spaces would be managed and 
maintained, despite the fact the RFP specifically calls for this information to be included in the 
submittal. 

7 SWL 337 Advisory Panel Report 

May 4, 2009 



SWL 337 RFP Objectives and Criteria - 

NEIGHBORHOOD CHARACTER. HISTORIC RESOURCES AND CITY FORM 


Consistent with 
RFP? 


Objective 10: Create a unique urban form for SWL 337 that incorporates architecture that is varied 
and timeless, and human-scaled, which complements the scale of new development along Third 
Street in Mission Bay, respects historic resources on the waterfront, including Pier 48 and Lefty 
O'Doul Bridge, and steps down heights of buildings towards the Bay. 


Yes(1) 

Partially (3) 

Nod) 


Criteria 




a. Promote an inspiring urban form and architecture worthy of this unique waterfront location within 
a flexible framework of proposed zoning and development controls. 


YesQ 

Partially (2) 

No(l) 


b. Propose a density of new development sufficient to support the public amenities and 
infrastructure improvements proposed for SWL 337. 


Yes (2) 

Partially (3) 

NoO 


c. Provide a Bay Trail/public promenade that meets public open space and circulation needs of the 
site, and supports access by multiple transportation modes, including pedestrians and bicyclists. 


Yes (4) 

Partially (1) 

NoO 


d. Design new street and access corridors as public spaces that foster an intimate and pedestrian 
scale and social and economic interactions between diverse uses and users, as promoted in the 
San Francisco Better Streets Program . 


Yes(1) 

Partially (3) 

No(1) 


e. Utilize street and public way improvements to promote access and view corridors to the 
waterfront and Bay. 


Yes (2) 

Partially (2) 

No(1) 


f. Locate active uses at the street level, and adjacent to public gathering spaces created as part of 
new open spaces. 


Yes (2) 

Partially (3) 

NoO 


g. Design new development to provide an attractive and inviting street front along Third Street, and 
adjacent developments in Mission Bay. 


YesO 

Partially (3) 

No (2) 


Objective 1 1 : Respondents may propose one to three taller, slender towers of 300 feet or more that 
create an inspiring architectural identity for SWL 337, and enables development density on-site while 
also supporting space needs to meet major waterfront open space, urban design, and the pedestrian 
realm objectives of this development. 


Yes (2) 

Partially (1) 

No(1) 


Objective 12: Propose a development program that funds public amenities and infrastructure 
improvements. 


YesO 

Partially (2) 

No (3) 



The Advisory Panel found that the proposal overall presents a well-conceived pl€in for the 
rational development of SWL 337 and Pier 48. It provides a clear urban framework that allows 
flexibility in the allocation of land uses. This is reinforced in the arrangement of streets and 
blocks, which can accommodate many types of building forms and floor plates, as development 
refinements and changes occur. In addition, the street and block system is conducive to 
creating a human-scaled environment which promotes pedestrian activity and interactions. The 
street grid pattern includes streets which run east-west, providing excellent view corridors 
through the development to the Bay and other points of public interest. This, combined with the 



8 



SWL 337 Advisory Panel Report 
May 4, 2009 



project's open space network, provides a sound foundation for developing attractive urban 
environments. 

The proposal presents a strong outward orientation and connection to the waterfront to the north 
and the east. However, external orientation and connection of the development to the south 
and west is less successful. On these sides, the plan is generally inward - focused, conveying a 
self-contained orientation. Third Street and Mission Rock Street feel like "edges" to the project, 
rather than part of a continuum of the urban fabric that acknowledges development in the 
adjacent Mission Bay Redevelopment Plan area. It was important to some that Mission Bay be 
acknowledged but not emulated, and that it is good for SWL 337 development to have its own 
distinct character. 

The Advisory Panel focused less attention on architectural design details depicted in the 
proposal. Part of the reason is that architectural concepts in RFP responses generally are 
highly preliminary at this early stage, and will undergo numerous and extensive design reviews 
and changes. Furthermore, in this case, detailed architectural review is deferred because SWL 
337 LLC informed the Advisory Panel that it is likely that the architectural and urban form of new 
buildings could differ from the images presented in RFP Volume I. While overall development 
density levels would remain the same, SWL 337 LLC reported that the market for office and 
biotech businesses generally does not favor narrow high-rise buildings. The space needs for 
these uses generally demand larger floor plates and lower heights. However, residential 
buildings could be developed in taller, thinner buildings. The Advisory Panel expressed the 
need for SWL 337 LLC, if selected by the Port Commission, to produce accurate architectural 
concept plans to inform any negotiations. 

The Advisory Panel did express design concerns with the large garage structure on Block D, 
which is about twice the size of other blocks in the development. As discussed above in Land 
Use , this raised questions among some Advisory Panel members about whether the size and 
vehicle volumes generated from the garage would compromise public enjoyment of Mission 
Rock Square. In addition, several Advisory Panel members expressed concern about how this 
structure would create a formidable wall along most of the southern edge of the development 
site fronting on Mission Rock Street; counter to the pedestrian character objectives for this 
project. 



SWL 337 RFP Objectives and Criteria -TRANSPORTATION & PARKING 


Consistent with 
RFP? 


Objective 7: Due to its location, adjacent uses and the development density envisioned, 

demonstrate careful consideration of transportation and parking needs that yield a proposed 

transportation program that maximizes utilization of rideshare, transit, 

pedestrian, and bicycle access to the site to minimize traffic demand and congestion from 

automobiles. 


Yes (2) 

Partially (3) 

No(1) 


Criteria 




a. Describe the team's experience and expertise in developing and implementing integrated 
transportation and parking management programs to reduce vehicle trips and parking demand in 
new development. 


Yes (4) 

Partially (1) 

No(1) 


Objective 8: Promote the City's transit-first policy and seek to establish as sustainable a 
transportation program as possible while accommodating the parking needs of 
AT&T Ballpark. 


Yes(1) 

Partially (4) 

No(1) 







SWL 337 Advisory Panel Report 
May 4, 2009 



Criteria 




a. Describe effective public transportation strategies, including pedestrian, bicycle, carshare and 
public transit modes, including water transit, to actively encourage use of alternative transportation 
modes to support new development on SWL 337. 


Yes (2) 

Partially (3) 

No(1) 


b. Plan the configuration of new development to maximize walkability to minimize the need to own 
or use automobiles. 


Yes(1) 

Partially (3) 

No (2) 


c. Require parking supply and costs to be unbundled from new development, to promote market- 
based demand pricing and utilization of parking. 


Yes (4) 

Partially (2) 

NoO 


d. For parking facilities included in the development proposal, describe: 
- How it responds to anticipated parking demand from residential vs. non- residential uses during 
peak and off-peak demand times 

- Parking management program to maximize shared use (including use of any available off- 
site parking facilities) 

- Whether/how Ride/CarShare, bike storage and support facilities, and other improvements 
(including transit service improvements) to reduce automobile demand have been included. 


Yes(1) 

Partially (4) 

No(1) 


e. Require Transportation Demand Management proposal which includes a description of goals for 
use of public transit and alternative transportation modes, and strategies, incentives or other 
performance measures to the stated goals. 


Yes(1) 

Partially (3) 

No (2) 


Objective 9: Provide a proposal that explains how proposed parking facilities maximize shared 
parking to also meet the parking need of SF Giants ballgame season at AT&T Ballpark (on SWL337) 


Yes(1) 

Partially (4) 

No(1) 


Criteria 




a. Investigate and propose shared parking for the ballpark at nearby satellite parking facilities. 


Yes() 

Partially (4) 

No (2) 


b. Describe the development team's experience in the design of space-efficient parking 
arrangements, including tandem parking facilities, valet parking operations, and mechanical 
parking stacking equipment. 


Yes (3) 

Partially (1) 
Nod) 


c. Design and locate parking facilities to minimize their aesthetic presence and impact on the 
surrounding area, particularly the waterfront and Third Street. Consider opportunities to make 
parking garages as environmentally sustainable as possible. 


YesQ 

Partially (3) 

No (3) 


d. Design parking facilities on SWL 337 so that they can be converted to other uses should public 
transit service, and successful marketing and education reduce the need for parking. 


YesQ 

Partially () 

No (6) 


e. Maintain truck access to Piers 48 and 50 via Terry Francois Boulevard from the south. 


Yes (6) 

Partially () 
No() 



The RFP submittal included an initial proposal for a Transportation Demand Management Plan 
(TDMP), that outlines a series of implementation strategies to promote use of alternative 
transportation. Overall, the TDMP represents a commendable "first cut" at responding to the 
transportation goals articulated in the RFP for the SWL 337 project site. The TDMP proposes 

1 SWL 337 Advisory Panel Report 

May 4, 2009 



an on-site Transportation Resource Center and full-time Transportation Coordinator, and 
various multimodal transportation marketing and promotion initiatives. However, more work is 
needed to set clear goals, targets and incentives to proactively effect changes in travel 
behavior. 

One of the most visible transportation elements in the RFP submittal document is the concept of 
extending the E-line light rail system into SWL 337. This concept is a visionary idea that would 
add charm and character to the development. However, the RFP proposal provides no details 
on how this would be accomplished, including the significant capital investment and operational 
funding that such an extension would require. The preliminary assessment conducted by 
Nelson Nygaard transportation consultants and MTA transit planning is that the physical and 
operating requirements (e.g. turning radii, boarding platforms) of the E-Line extension as 
proposed do not appear to be consistent with physical layout of the proposed streets. Advisory 
Panel members observed that there may be other more cost-effective ways to promote Transit- 
First alternatives, including evaluating increased use of regional transit carriers (CalTrain, Sam 
Trans, ferries), or local transit support through shuttle service systems such as currently 
operated at the nearby UC San Francisco Mission Bay campus. 

As reflected in above discussions, there remain significant questions among some Advisory 
Panel members regarding the approach to providing parking in the project. One member 
expressed a belief that the 2650 parking spaces proposed in the RFP submittal seemed 
reasonable given the amount of development proposed and the managed use of the parking to 
serve AT&T ballpark games and events. Other Panel members are concerned about the 
impacts of concentrating the majority of the parking in the Block D garage, as questions were 
raised by MTA, Nelson Nygaard, and Advisory Panel members about whether there was 
enough space and qeueing area to handle high "crush" volumes associated with ballgames and 
large entertainment events without undermining the type of urban development character 
sought at SWL 337. To the extent some of this impact could be reduced by decentralizing 
parking, some Advisory Panel members commented on the lack of more serious consideration 
of spreading parking either within SWL 337 and/or In off-site satellite parking facilities, including 
those that might be a BART ride away. 

The TDMP includes preliminary transportation demand projections for traffic. Muni and parking 
generated by the project. This work represents a "first cut"; a full analysis will have to consider 
transportation demand and resources associated with surrounding development as well. In 
addition, proposed transportation management measures should be analyzed for their relative 
cost-effectiveness to identify best practices. The best method to gauge success in meeting the 
transportation and parking goals of the RFP for this development would be to formalize specific 
mode split (i.e. auto, transit, pedestrian/bike) targets tailored to each phase of development; 
with monitoring protocols oriented to maximize achievement of those targets. And, to the extent 
there are economies of scale, transportation management strategies should be coordinated with 
UCSF and Mission Bay Redevelopment Plan businesses to pool services and realize 
improvements that provide benefits for the entire Mission Bay area comprehensively. 



SWL 337 RFP Objectives and Criteria - SUSTAINABILITY 



Consistent with 
RFP? 



Objective18: Require new development and site improvements to incorporate and set an 
example for integrating green technologies and sustainable development practices. 



Yes() 

Partially (r 

No (3) 



1 1 SWL 337 Advisory Panel Report 

May 4. 2009 



Criteria 




a. Conduct a sustainability analysis to produce estimated scoring to achieve LEED Gold or 
equivalent standards for Neighborhood Development, Core and Shell Development and New 
Construction, with special address of on-site alternative energy generation and (energy) 
conservation systems, and reduction of vehicle emissions and vehicle miles traveled to 
demonstrate a reduction in carbon footprint impacts of new development. 


Yes (3) 

Partially (1) 

No (2) 


b. Comply with Regional Water Quality Control Board perfomnance criteria for the reduction 
of stormwater pollution impacts associated with newly constnjcted facilities. 


Yes (4) 

Partially (2) 

No() 



Although the RFP submittal includes a wide range of environmental sustainability features and 
systems for individual building developments, the Advisory Panel observed the relative lack of 
address of technologies that take advantage of SWL 337's large 16 acre site to serve overall 
development comprehensively. There are beginnings of ideas such as natural stormwater 
management systems and water conservation measures. However, there is a lack of depth in 
the concepts. For example, water conservation applied to the entire site could mean creating 
on-site collection and supply of non-potable water. SWL 337 also offers potential for site-wide 
approaches to energy generation, waste management and processing systems. As described 
in the proposal, SWL337 LLC would be responsible for developing the land improvements. As 
such, the Developer would have a direct opportunity to design and integrate ecological 
sustainability strategies to support all development phases. SWL 337 LLC instead proposes to 
sub-lease individual blocks or parcels to other developers who would be responsible for the 
"vertical" development, i.e. building complexes. Thus, it is those other developers that would be 
more directly involved in incorporating building-specific sustainability systems and practices. A 
mechanism is needed to assure future compliance of vertical developers, as well as encourage 
SWL 337 LLC to take a more innovative approach to incorporating site-wide sustainability 
improvements. 



SWL 337 RFP Objectives and Criteria - ECONOIVIIC 


Consistent with 
RFP? 


Objective 13: Respond to the Port's significant historic preservation and waterfront open space 
needs elsewhere on Port property, pursuant to SB 815, with a development program that can 
generate significant annual revenues to the Port. 


Yes() 

Partially (1) 

No (5) 


Objective 14: Respondents must propose a minimum rent for development on SWL 337 of no less 

than $8 million per year. 

- Require reset to fair market value no later than Year 30, and every 10 years thereafter. 


YesQ 

Partially (1) 

No (5) 


jObjective 15: Require minimum rent for Pier 48 of no less than $2.2 million per year. 
-Set maximum lease terni for Pier 48 of 10 years, unless investment warrants longer term for 
amortization at appropriate financial retum to the Port. 


YesQ 

Partially () 

No (5) 


Objective 16: Require market information justification for use program (include any pre-tenanting 
commitments) 


Yes (2) 

Partially (1) 

No (3) 



12 



SWL 337 Advisory Panel Report 
May 4, 2009 



Objective 17: Require equally sharing of percentage rent for retail uses of a minimum of 6% of 
gross sales (after amortization of initial improvements & structures). 



Yes() 

Partially () 

No (6) 



Although Port staff is responsible for the full, technical review and recommendations regarding 
the RFP Economic Objectives, the Advisory Panel's review necessarily required an 
understanding of the economic proposal submitted by SWL 337 LLC, and the implications for 
achieving the development and public improvements proposed. 

Objective 13 calls for a proposed development program to generate funds to pay for public 
amenities and infrastructure improvements. This issue was discussed extensively in the 
Advisory Board deliberations, in response to the strategy proposed by SWL 337 LLC in its 
economic proposal. This topic will be discussed in detail in a report to be produced by Port staff 
but, in essence, SWL 337 LLC has proposed that the Port issue revenue bonds to pay for the 
majority of infrastructure improvements, possibly including open space development costs, paid 
back by tax increment revenues generated from the new development. This contrasts with RFP 
specifications which included provisions for the developer to provide all required financing. As 
such, the Advisory Panel found the RFP proposal to be unresponsive to Objective 13. The 
Advisory Panel discussions and input has been provided to Port staff for its consideration in 
evaluating the responsiveness of the Developer to the RFP Economic Objectives. 

Conclusions 

As reflected in this report, the Advisory Panel has conducted a thorough, comprehensive 
review. Consistent with its charge, it reviewed the RFP proposal submitted by SWL 337 LLC 
based on all the Objectives and Criteria published in the RFP, except for the RFP Economic 
Objectives, which Port staff are tasked with reviewing to produce recommendations to the Port 
Commission. In its review, the Advisory Panel also carefully considered all public comments 
received by the Port, and technical evaluations prepared by Port staff and its consultants. 

The large size and complexity of this development opportunity, coupled with the uncertainty of 
the current recession has made it more difficult for the development team, the Port and the 
public to define the ground rules for development, which continue to be in flux. SWL 337 LLC 
stated that the economic proposal underwent continual revision and tweaking up until the RFP 
submittal deadline, as the development team continued its efforts to understand what was 
happening in the market and to make adjustments in response. 

As a result, the RFP economic proposal currently incorporates some real estate market and 
development assumptions that are not reflected in the physical development proposal presented 
in Volume I of the RFP submittal. The advisory panel spent considerable time discussing the 
most realistic balance of the physical development proposal, the financing strategy, and 
optimization of returns to the Port, given the current and future economic conditions. The panel 
confirmed the Port's financial goals for this valuable real estate asset, and considered viable 
strategies to work with the Developer to maximize those goals. 

The Developer admitted that the recession has created numerous challenges to producing 
definitive real estate market and development pro forma analyses. Thus, it was clear to the 
Advisory Panel that, as real estate market and financing factors continue to change, the 
development program, the character and mix of uses, and the urban form of new development 
could change further, perhaps substantially. 

1 3 SWL 337 Advisory Panel Report 

May 4, 2009 



In this context, the Advisory Panel focused itself not just on evaluating the merits of the RFP 
development proposal. Understanding the need to anticipate change, the Advisory Panel used 
the evaluation process to define the underlying ideas and principles that it believes should be 
used as guideposts to enable the Port and public to evaluate changes as they evolve. 

The Advisory Panel found the RFP submittal overall to have many strengths that are worthy of 
consideration, proposed by a highly qualified development team. SWL 337 LLC has proposed a 
development program and site plan that reflects a sensitive evaluation of the site's unique 
waterfront setting and opportunities. The development proposal shows strong potential to 
create a distinctive, pedestrian-friendly development that attracts people to the waterfront, as 
well as enhance the larger Mission Bay district. All of these are qualities the RFP seeks to 
achieve. These strengths give guidance to the development of the below Negotiating Principles 
which the Advisory Panel recommends to the Port Commission for its consideration, to provide 
reference points for development negotiations should the Port Commission award the 
development opportunity to SWL 337 LLC. 

NEGOTIATING PRINCIPLES 

Based on its deliberations, the SWL 337 Advisory Panel developed the following preliminary set 
of principles which should be incorporated into any future negotiation with the developer 
regarding SWL 337 and Pier 48. 

Land Use 

1 . Provide a clear description of the proposed land use and development program, and a 
breakdown of the proposed uses by block. 

2. Provide a clearly defined retail vision for the project, Including a description of the 
character/types (local, regional, visitor-oriented) amounts, and locations of the retail program 
across the project site. 

3. Accelerate phasing of proposed Pier 48 improvements and activities. 

4. Increase the program for water-oriented uses in the project (including water access), 
accompanied with clearer definition of locations, amounts, phasing and information on how 
those uses/programs would be delivered/phased as part of the project. 

5. Revise program for incorporating affordable housing within the project which responds to 
applicable City requirements, defines the type and size of units that would be provided, and 
identifies funding sources and amounts of subsidies required to support the program. 

Open Space 

1. Revise the development phasing plan to provide in each phase a balanced delivery of public 
open space with other developed uses. 

2. Produce an open space maintenance and operations plan which describes how publicly- 
accessible parks and open spaces will be managed and funded. Include information about the 
entity/ arrangements to handle these management responsibilities. 

14 SWL 337 Advisory Panel Report 

May 4, 2009 



3. For open space areas that are proposed for wildlife habitat benefit, provide sufficient 
information to dennonstrate that the design concept incorporates site improvements that will be 
useful to wildlife and/or environmental education. 



Neighborhood Character, Historic Resources & City Form 

1 . Produce a current site plan which identifies the locations, heights and building mass 
dimensions of proposed development program. 

2. Demonstrate that development siting and design actively contributes to an inviting, 
pedestrian character of publicly-accessible open spaces, and avoids creating adverse 
microclimate conditions. 

3. Incorporate architectural and urban design treatments in perimeter blocks to acknowledge 
the surrounding Mission Bay area. In the interior of the site, use these elements to integrate 
with activities and built elements internal to the project. 



Transportation and Parl(ing 

1 . Produce a TDMP that proactively promotes alternatives to private automobile ownership and 
use to achieve "low traffic development" which includes: 

- formalized mode split performance targets (e.g. vehicle trip reduction, auto vs. non- 
auto ratios) increased over time, in successive phases; 

staffing and funding to educate users and implement TDMP action plan 
commitments, tailored to SWL 337 residents, employers/workers and attendees at 
AT&T Park events; 

- measures to improve effectiveness and consistency of transportation demand 
management programs for entire Mission Bay area by integrating SWL 337 TDMP 
efforts with those of Mission Bay and UCSF-Mission Bay transportation management 
programs. 

2. Include financing/subsidies, pricing and/or other strategies in the TDMP which create 
proactive incentives for public transit and alternative travel mode use; and market-based 
utilization of on-street and off-street project parking (for AT&T event and non-event days). 

Sustainability 

1 . Incorporate site-wide sustainability practices and improvements that capitalize on the large 
size of the SWL 337 site, in addition to building-specific sustainability measures. 

2. Prepare more detailed parking and circulation information accompanying detailed 
development proposals as they emerge, to develop a model for sustainable transportation 
operations. 



1 5 SWL 337 Advisory Panel Report 

May 4, 2009 




PORTs 



SAN FRANCISCO 



Seawall Lot 337 Advisory Panel 

In October 2007, the San Francisco Port Commission approved the issuance of a Request for Qualifications (RFQ) 
from development teams, with accompanying development concepts for Seawall Lot 337, a 16-acre site in Mission 
Bay, at the mouth of China Basin Channel. The Commission also directed that a SWL 337 Advisory Panel be 
created to review submittals, and make recommendations to the Port Commission for its review and action. The 
Port is honored to receive the service of the seven members of the SWL 337 Advisory Panel. For more information 
regarding the SWL 33 7 Development Opportunity, check out the Port 's website: www.sfpon .coni/swl337 . 

Ruth Gravanis 

Chair. SWL 337 Advisory Panel 

Ms. Gravanis currently serves on the San Francisco Commission on the 
Environment, and is an environmental consultant. Ms. Gravanis' clients 
have included the Campaign to Save California Wetlands, the Citizens 
Committee for the Removal of the Embarcadero Elevated Freeway, the 
Treasure Island Wetlands Project, and the Alliance for a Clean Waterfront, 
and the Public Trust Group. Prior to consulting, Ms. Gravanis' was 
previously with Save San Francisco Bay Association and Friends of the 
Urban Forest. In addition, Ms. Gravanis has 10 years of experience 
teaching in the public school system. 

Ms. Gravanis is also an active member of the following organizations 
California Native Plant Society, San Francisco Tomorrow, Golden Gate 
Audubon Society, Sierra Club, Mission Creek Conservancy, Presidio Environmental Council, 
San Francisco Natural History Series, Sustainable Watersheds Alliance, Living Classroom 
Steering Committee at Literacy for Environmental Justice, and San Francisco Planning and 
Urban Research's Sustainable Development Committee, among others. Ms. Gravanis has 
received numerous awards for activism and environmental consulting work including from San 
Francisco Tomorrow, the Sierra Club and the Golden Gate Audubon Society. Ms. Gravanis 
holds a Master Degree in Education. 




Paula Collins 

Vice Chair. SWL 337 Advisory Panel 

Ms. Collins is the founder and Chief Executive Officer of WDG Ventures 
Inc, a real estate development and consulting firm. Some of the company's 
major projects include Sony Metreon and the Four Seasons Residences 
and Hotel. Ms. Collins is also founder and Director of Presidio Bank, and 
founder of Portfolio Real Estate Consulting (PRC), which provides 
development management services to non-profit and for-profit corporations 
in support of their commercial and residential real estate projects. 

Ms. Collins currently or previously served on the following organizational 
boards: Special Olympics for Northern California, Verba Buena Center of 




the Arts, Grants for the Arts Committee for the City and County of San Francisco, and Bridge 
Housing Corporation. Ms. Collins also has received many awards, including Entrepreneur of 
.the Year from the National Coalition of 100 Black Women, Inc., 1999 Rudy Bruner Award for 
Excellence in the Urban Environment, the 2007 Silver Spur award from San Francisco Planning 
and Urban Research, and has been included in the annual list of the most influential business 
women in the Bay Area for six consecutive years. Ms. Collins holds a Master Degree in City 
Planning from Massachusetts Institute for Technology and a BA cum laude from the Mount 
Holyoke College in Urban Studies. 

Sarah Karlinskv 

Ms. Karlinsky is the Policy Director for the San Francisco Planning 
and Urban Research Association (SPUR); she is responsible for 
managing SPUR's housing, community planning, regional planning 
and disaster planning work and for coordinating SPUR's policy 
efforts. Prior to joining SPUR, Ms. Karlinsky developed affordable 
housing throughout the Bay Area with Mid-Peninsula Housing 
Coalition. Ms. Karlinsky is a board member of the Transportation 
and Land Use Coalition and has taught urban planning at San 
Francisco State University and to middle school students as a Teach for America Corps 
member. Ms. Karlinsky holds Master's Degree in Public Policy and Urban Planning from 
Harvard's Kennedy School of Government. 

Tony Kelly 

Tony Kelly is the president of the Potrero Boosters 

Neighborhood Association, one of the oldest and largest 

neighborhood associations in the City; he was first elected to the 

position in 2003. He also serves on the board of the Potrero Hill 

Association of Merchants and Businesses. He was vice chair of 

the City of San Francisco Arts Task Force, and now serves on 

the Port's Southern Waterfront Advisory Committee and the 

Mayor's Open Space Task Force. Mr. Kelly is a theater director by trade, working with the Thick 

Description company on Potrero Hill and at other professional theaters in New York, Pittsburgh, 

San Jose, Sacramento, Lake Tahoe, and San Francisco. 





Amy Neches 



Ms. Neches is a Senior Project Manager for the San Francisco 
Redevelopment Agency; overseeing the Mission Bay, Yerba 
Buena and Rincon Point-South Beach Redevelopment Plan 
areas. In 1998, Ms. Neches was one of the City's lead 
negotiators in the entitlement of the 303-acre Master Plan for 
Mission Bay. 

Previous to this position, Ms. Neches spent three years in the 
affordable housing development and finance field, and six years 
in the investment banking field, with her last title being Vice President at Solomon Smith Barney, 
concentrating in mortgaged and asset backed securities. Ms. Neches is a member of the Urban 
Land Institute and the Lambda Alpha International and holds Master Degree in Business 
Administration from Yale University. 




John S. Rahalm 

Mr. Rahaim is the newly appointed Director of the San 
Francisco Planning Department. Mr. Rahaim is responsible for 
overseeing long range planning, development entitlements and 
environmental review for physical development projects in the 
City, as well as directing major initiatives which include several 
comprehensive neighborhood plan updates, a city-wide historic 
resource survey and updates to the San Francisco Master Plan. 

Prior to this appointment, Mr. Rahaim was Planning Director for the City of Seattle, a position he 
held for five years. Mr. Rahaim was also the founding Executive Director of CityDesign, 
Seattle's office of Urban Design; and the Executive Director of the Seattle Design Commission. 
Prior to his tenure in Seattle, Mr. Rahaim was with the City of Pittsburgh Department of City 
Planning. Mr. Rahaim holds a Master Degree in Architecture from the University of Wisconsin- 
Milwaukee, and BS in Architecture from the University of Michigan. 

Michael E. Willis. FAIA. NOMA 




Mr. Willis founded Michael Willis Architects in 1988. His architecture, 
urban design and interiors firm located in San Francisco, Oakland, 
Portland and Detroit has built a national reputation with Its experience on 
large public projects that include the architectural design of the $100 
million MUNI Metro Maintenance Facility, the multiple award-winning 
Hallidie Plaza BART Elevator, and the latest expansion of San Francisco's 
Moscone West Convention Center. Most recently, the firm is completing 
work on the Treme/Lafitte and Tulane/Gravier Homebuilding project In 
New Orleans which will replace existing multifamily buildings that were 
vacated after Hurricane Katrina. More than 525 living units will finish 
construction by December 2010. 

Mr. Willis served as past chapter secretary, a former director, and President of the San 
Francisco Chapter of the American Institute of Architects (AIASF) in 1995. He was elevated to 
Fellowship in 1996. Mr. Willis chaired the AIA Professional Interest Area national council, served 
on the AIA Regional and Urban Design Committee, been a juror for the 2005 AIA Austin and 
New England design awards, and served as the Chair for the 2005 AIA Urban Design Awards. 
Mr. Willis has served on the Technical Advisory Committee for Mission Bay and the Design 
Review Committee for CCSF Chinatown campus. 




SWL 337 RFP 

Development Team Responses to Advisory Panel Questions 

Received March 13, 2009 

PROJECT TEAM 

1 . Who is the managing developer? What are the responsibilities of the other 
members of the development team? Please provide information (beyond 
what has been submitted on page 7, volume 2 of the proposal) about how the 
Giants, Cordish, Wilson Meany and Kenwood are going to manage the day to 
day responsibilities of this project and how the decision-making process will 
work. What is Kenwood's role? They appear to be neither putting capital in 
nor participating in cash flow. Are they in on a fee basis as a consultant? 

Seawall Lot 337 Associates, LLC (the "Company") is operated through a management team comprised 
of the San Francisco Giants, Wilson Meany Sullivan, The Cordish Company and Kenwood Investments 
(collectively, the "Operating Members"). The Company's Operating Members work collectively on all 
decision-making matters and are responsible for all day-to-day operational activities of the Company 
covering all matters that impact the development. The Operating Members meet in person on at least a 
weekly basis, and more frequently via conference phone calls and group emails. The primary 
responsibilities of each Operating Member are generally described below: 

1 . The San Francisco Giants - Government approvals, community outreach, pubic relations, event 
coordination/management 

2. Wilson Meany Sullivan - Overall development management and coordination, government 
approvals, community outreach, master plan coordination, infrastructure planning and 
implementation, commercial/residential marketing and leasing 

3. The Cordish Company - Master plan oversight, retail planning and implementation, 
development management, retail marketing and leasing 

4. Kenwood Investments - Overall development management and coordination, master plan 
oversight, infrastructure planning and implementation, government approvals, community 
outreach and public relations 

Kenwood Investments is a full Operating Member of the Company and operates in the same capacity 
as other Operating Members. Kenwood Investments will participate economically in accordance with 
the terms of its project specific confidential business relationship with Stockbridge Capital and Wilson 
Meany Sullivan. 

2. Who is the managing architect (i.e. Is it Perkins+Wili or Beyer Blinder Belle)? 
If the managing role will be shared, how will that work, exactly? Will the 
managing architect(s) design the site plan and the buildings? If not, who is 
designing the buildings? 

It is anticipated that Perkins+Will will continue as managing architect. In that capacity P+W will maintain 
day to day responsibility for overall master planning and coordination activities. As appropriate, BBB 
and others will participate in the ongoing planning process including preparation of concepts and 



guidelines that shape the ultimate design of specific sites/buildings. No architect has been chosen for 
any specific building. 



LAND USE 



3. What is the cost of the non-economic uses (i.e. the parks and open space) 
etc.? 

The estimated total cost for non-economic uses is approximately $210,000,000 (includes above and 
below ground infrastructure, roads and public amenities). Please note this total is preliminary and 
subject to change. Variables include but are not limited to design, size, configuration, materials, 
phasing/timing and constructability. 

4. The EPS report states that Biotech uses will be the primary office user. Can 
you confirm ongoing demand? 

The EPS study and corresponding economic analysis were completed prior to current financial and 
economic dislocations. However, that is not to say the results are therefore flawed and/or inaccurate 
projections of potential demand drivers. Rather we believe accurately projecting demand drivers for any 
type of space is not reasonable at this time. We firmly believe SWL 337's geographic location coupled 
with the inherent demand drivers associated with SWL's proximity to Mission Bay and UCSF are 
strategic incentives to technology, biotech, life science and related industry well into the projected 
delivery timeline for the project. 

5. How will the southern part of the site plan work? Describe Mission Rock 
Street, which will front an eight story-parking garage. The street level view of 
the north side of IVIission Rock Street (page 104, third drawing from the top) 
does not seem to include an image of the garage. Please provide more 
information about what the street level experience is on the southern part of 
the site. 

Mission Rock Street will run from Third Street to Terry Francois Blvd. with Vara Street intersecting it 
from the north approximately 120' from Terry Francois. The parking for Blocks "D" & "H" could be 
screened from Mission Rock Street with architectural treatment similar to that shown in the three 
precedent images on page 60. 

6. What Is a "spray ground" (Block E)? 

A "spray ground' is a water feature which encourages both active and passive interaction. 

7. On page 64 you reference replacing the eastern end of the "Valley" between 
Shed A and Shed B of Pier 48 with transparent glass walls. The image on 
pages 111 and 112 show the eastern fagades of both shed A and shed B as 
transparent. This seems like a really exciting idea. What are the challenges to 
making it happen? 



Challenges associated with activating the eastern end of Pier 48 center around costs for delivery of the 
overall and tenant specific space(s) and more fundamentally the required retail traffic counts to sustain 
economic viability. 

8. You propose 875 units of (likely) rental housing on this site. How do you 
anticipate satisfying your inclusionary requirement? 

Satisfaction of the Inclusionary Housing requirement is currently anticipated through the conveyance of 
a land/airspace parcel. Please note this is a preliminary recommendation and satisfaction of the 
inclusionary requirement will require further discussion and negotiation with the Port and related 
parties. 

9. In the Summary section on page 15, is it feasible to have no railing around 
the Pier 48 apron? 

Pier 48 apron design/construction will include appropriate safety protection in accordance with then 
current building codes. 

10. On page 46, how many residents are expected to occupy the 875 dwelling 
units? 

Typical market parameters of 1 .5 to 2.5 residents per dwelling unit have been used for these 
preliminary submittals. 

1 1 . To what uses can some of the 2,650 parking spaces be converted if the 
project exceeds its transit use goals at some time in the future? 

We believe this request to be practically and economically infeasible as a design/operational 
prerequisite. Given projected market demand (tenant, landlord and consumer) for mixed use parking at 
SWL 337 parking numbers are appropriately calibrated. 

12. In the phasing discussion on page 68, how long after ground breaking will the 
first residents move in? How long after the first residents move in will any 
publicly accessible open space be available for use? 

Delivery assumptions for each product type project at least partial occupancy shortly after completion. 
Amount, type and adjacency of open space are undetermined at this point. Consistent with the phasing 
plan each building is assumed to access to appropriate exterior open space. 

13. Also in the phasing discussion, how long after the first occupation of office 
space will there be outdoor public spaces for workers to eat lunch? 

See response #12. 



14. All "entertainment" uses have been removed from the program. Could you 
explain why and if any could be re-incorporated? 

Entertainment uses have been downsized and/or relocated from previous RFQ submittals. After 
detailed analysis "entertainment" uses could not generate commensurate economic returns (compared 
to office/commercial or residential) to support Port ground lease values and an appropriate return on 
invested capital. We believe Pier 48 represents an excellent alternate location for these types of uses. 

15. Do you think that this land use program and urban design scheme allow for 
signature architecture on any portions of the site? If so, where and how? 

We believe SWL 337 location represents and warrants a unique opportunity to program and plan a 
neighborhood/community which can be a benchmark of urban waterfront development. Site planning 
which includes an appropriate balance of height vs. open space; proper setbacks and massing; 
thoughtful mix of uses; innovative transportation management; and viable sustainability can all be 
combined with inspiring yet feasible architecture. Our team has a long track record of delivering on this 
vision. 



16. Please explain the rationale for the phasing, especially Phase One. Please 
explain the relationship between ballpark parking and phase one 
development. How could the park be completed prior to Phase Three? 

Current phasing assumptions are directly correlated to the most economically viable delivery of 
infrastructure and public improvements. Phase I has been specifically programmed to minimize and 
capitalize on existing Third Street infrastructure/roadway improvements. Through the balance of Phase 
I Giants game day parking will be provided on the remaining undeveloped land parcel as well as in Pier 
48. Delivery of Mission Rock Park is projected to coincide with the installation of required perimeter soil 
stabilization improvements and feasibly balance infrastructure funding sources. Please note our plan 
assumes the continuing use of the existing waterfront park until commencement of construction on 
Mission Rock Park. 



17. Please explain the southern terminus of Las Ramblas and the narrow open 
space to the west of this terminus. 

The southern end of Las Ramblas traverses Mission Rock Square and connects with the linear Bosque 
Park that runs east to west on the southern side of Bosque Street connecting Mission Rock Square with 
Third Street. The intent is to provide an attractive urban landscape connection between the light rail 
platforms on Third Street and Mission Rock Square. The diagrams on pages 58 & 59 as well as the 
diagram in Volume II, page 20, illustrate this more clearly. 

18. Was an artist included on the team for the development of the public art 
program? 

An artist has not yet been included on the team. 

19. Does the plan allow for flexibility overall, allowing for potential changing land 



I 



uses, designs strategies, etc? Do you anticipate a fiexible entitlement to be 
granted or some method for allowing change over time? 

We would anticipate a plan which provides appropriate flexibility for land use, design and other market 
demand variables. 



20. Can we get plan dimensions/floor plate sizes for the residential and office 
buildings, especially the towers? 

Office floor plates: 22,000sf- 35,000sf 
Residential floor plates: 10,000sf- 16,000sf 

Ultimately heights and floor plate sizes will be driven by market factors, community input and sound 
planning principles. 

21. The phasing pushes Mission Rock Park to the third of four phases (with the 
only other real open space, Mission Rock Square, in phase 2). Although I 
appreciate that this is an expensive component, I think it is very problematic 
for the major public benefit to come so late. Is there a possibility of advancing 
at least a portion of Mission Rock Park to the first phase of development? 

See response #16 

22. Can the developers offer some first phase public use (even if it's a sodded 
green field), so that in every phase, there is some public use to blunt the 
criticism that the public benefits are too far in the future? 

See response #16 



23. Pages 13 and 14 of the E&PS report, on retail supply, contain substantial 
inaccuracies. The actual amount of retail planned in Mission Bay North and 
South, within the "Study Area" is approximately 400,000 sq. ft., not 296,000 
square feet. Even using EPS's incorrect lower number, in the table they only 
count 158,585 sq. ft., with no justification. SWL 337's addition of 245,000 will 
result in a total of 697,500 sq ft. of retail in the Study Area, not the 456,085 sq 
ft shown in the table. Based on the EPS analysis, this will far outstrip the 
demand generated within the Study Area, and does not support the assertion 
that the SWL retail "is not likely to result in any shift of sales from existing 
retailers in the Study Area, along San Francisco's waterfront, or in other 
portions of the City." It will in fact require a substantial influx of regional 
visitors to support the proposed level of retail, which may have impacts not 
only on other parts of the City but also on the projected traffic and parking 
numbers. Can the developer reproject the retail numbers using the actual 



planned Mission Bay North and Soutli retail number (400,000), and more 
realistically discuss the likely impacts on other areas and on traffic and 
parking? In addition, I do not think the developer has provided sufficient 
information on the proposed character of the retail development-sizes, types 
of uses, chains versus non-chain, goods v. services, etc. 

We will review this data with EPS and respond under separate cover. The reduced retail 
program at SWL 337 & Pier 48 is intended to serve ballpark visitors; those attending exhibitions 
at Pier 48; and residents, worl<ers and others visiting the site. The retail program is intended to 
complement the uses on site and in the surrounding neighborhoods. 



SUSTAINABILITY 



24. On pages 16-17, there appears to be a lot of night lighting in this illustration. 
In what ways will the project protect the darkness of the night sky (other than 
SS Credit 8, LEED-CS and NC)7 

The images on pages 16-17 are an artistic impression. These renderings are meant to convey a 
conceptual vision of activity and vitality and do not represent a preliminary lighting plan. 

25. What is the relevance of the Crissy Lagoon photo on page 140? In what 
ways will the proposed IVIission Rock open space resemble the open space at 
the former Crissy Field? 

The picture on page 140 is an example of Hargreaves & Associates work. It is also meant to reinforce 
our commitment to a well conceived treatment of the waterfront environment, one that must strike the 
appropriate balance in meeting the needs of native habitat and active/passive recreation. 

26. While it's too early to say precisely, roughly how many acres of "green" or 
"living" roofs are expected? 

The current design is too preliminary to estimate acreage of green or living roofs. 

27. On page 143 references that "Permeable landscapes and hardscape 
surfaces will allow the natural infiltration of water into underground aquifers." 
Which aquifers? What is the infiltration rate of the soil? 

The sentence on page 143 is meant to convey our design intent. It is too preliminary to identify soil 
infiltration rates or targeted aquifers. 

28. On page 154, the projected reductions in auto trips and carbon emissions 
and the increase in transit use are compared to a "typical SF deveiopmenl." 
Please provide some examples of a "typical San Francisco deveiopmenl." 
How do these Mission Rock goals compare with those of projects currently in 
the works such as Treasure Island/Yerba Buena Island and Candlestick 



Point/Hunters Point Shipyard? 

A response to this question will be provided under separate cover. 

29. What is the walking distance from the south-bound IVIuni platform at Third 
and Mission Rock Streets to Festival Plaza? 

1350 feet from the southbound "T" line platform on Third Street, north to Bosque & Third, east on 
Bosque to Mission Rock Square, diagonally across Mission Rock Square to Vara & Channel Street and 
north on Vara Street to Festival Plaza. 



30. Page 165 references that "The project may establish goals for business 
operations to promote recycling, composting, pollution prevention ... and 
energy conservation." Under what circumstances would it or wouldn't it? 

The project goals will be creative with regard to sustainability, both social and physical, but must be 
tempered by market demand and economic feasibility. 

31 . You note in the Sustainability intro that the different land uses can be 
beneficial by providing synergy with respect to use of resources. Please 
explain how this would be achieved. Did you consider an energy district, 
cogeneration, or grey/black water treatment? 

The diversity and mix of economic uses is designed to create an optimal synergy of both public and 
private improvements. At this conceptual stage we have not included uses which do not positively 
contribute to Port ground lease revenue and an appropriate return on invested capital. 

32. Does the proforma incorporate the "lifestyle" uses noted in the Sustainability 
Plan? 

Yes as a programmatic element but does not assume the "lifestyle" uses contribute positively to Port 
ground lease revenue and return on invested capital. 

TRANSPORTATION 



33. Are there transportation conflicts between ingress/egress of the Block D 
garage and the Muni Light Rail stop at Mission Rock Street and Third? 

The Muni line is an at grade rail system and as such will create conflicts with pedestrian and vehicular 
traffic. However we have designed garage ingress/egress points to avoid conflicts with the Muni stop. 

34. Please confirm the construction cost of supplying 2,650 spaces of structured 
above-grade parking in an area with a very high water table. What are the 
revenue projections for the parking? Who gets the revenue? 



Preliminary construction costs anticipate known subsurface soil and water conditions but do not 
assume the construction of subterranean parking structures. Preliminary parking assumptions and 
projections have been provided. Revenue is assumed to inure to the benefit of the garage owner but 
does not preclude the potential for revenue sharing above an appropriate return to invested capital. 

35. Have there been any discussions about accommodating Giants Game Day 
parking under 1-80/West Approach between 2nd and 5th? This area currently 
functions as bus storage for AC Transit and Golden Gate Transit. It is in use 
from 7:30 to 6:30 PM during the week (although it begins clearing around 
5:30 PM and could begin functioning as auto storage by 6 PM). Securing this 
space for game day parking will require some negotiation with AC Transit, 
Golden Gate Transit, Caltrans and the Transbay Joint Powers Authority (who 
will ultimately hold the lease from Caltrans). Would this team be willing to 
pursue this alternative approach to providing Game Day parking? 

The parking program on SWL 337 & Pier 48 is programmed to accommodate 2000 automobiles 
on event days. Parking for events at AT&T Park is increasingly constrained and likely to be 
more challenging in the future. The parking demand for events typically exceeds 10,000 spaces 
and can only be accommodated by using available spaces within a considerable walk from the 
ballpark. The opportunity for parking under the l-80/West Approach will serve as a needed 
resource to accommodate this demand. 



36. Is the planned/desil'ed extension of the E Line based on any actual plans on 
the part of Muni? If not, has the 337 developer included the capital and ^ 
operating costs of this in the project pro forma? 

To our knowledge there is no Muni plan which contemplates an E line extension onto SWL 337. 
We believe that the extension of the E-Line south of the China Basin Channel would have 
benefits to the proposed development and the surrounding neighborhood. This is an idea, 
however, and must be fully discussed with all stakeholders. Our proforma does not contain 
capital or operational funds for a proposed extension. 



37. On page 155, how certain is the proposed extension of the E-Line route to 
Pier 48? How certain is the proposed route of the Mission Rock/Mission Bay 
UCSF Shuttle? How will the number of proposed parking spaces change as 
a result of whether or not the E-line extension is Implemented? 

To our knowledge there is no Muni plan which contemplates an E line extension onto SWL 337. 
The proposed extension is a preliminary concept very loosely discussed with Muni but not all 
stakeholders. As such we have not adjusted parking demand projections. An extension will 
certainly improve transit access to the site, Pier 48 and the ballpark which might reduce overall 
parking demand. However, it will not reduce ballpark parking needs on SWL 337. The route for 
the Mission Rock/Mission Bay/UCSF Shuttle is conceptual. 



OPEN SPACE 



38. At build-out, what will be the ratio of public open space acreage to 1000 
residents? 

6.38 acres/1000 residents. 



39. On page 119, two areas are indicated as "native habitat." What are the sizes 
of these areas? What species of wildlife are expected to use these habitat 
areas? Has a wildlife biologist been consulted regarding the wildlife value of 
these areas in light of their size, location and adjacent uses? 

As mentioned earlier we are committed to an appropriate and well conceived treatment of the 
waterfront environment, one that must strike the appropriate balance in meeting the needs of native 
habitat and active/passive recreation. The habitat environments depicted on page 119 are conceptual 
and as such are not meant to convey actual size or target specific wildlife. 

40. Will there be any facilities for fishing? 

Design is conceptual. No facilities are currently programmed for fishing. 

41 . On page 122, will the "Spray Ground" use potable water? 

Water features may be designed for interaction with human beings, if so appropriate water will be 
utilized. 



42. What percent of Mission Rock Square will be in the sunlight at 3:00 PM on 
December 21st? 

The Mission Rock development is not assumed to contain park areas which are subject to the City 
shadow ordinance. However the interaction of buildings, parks and open space will be appropriately 
designed to optimize the livability of the community. 

43. The "boardwalk" that wraps the north and east edge of Mission Rock Park 
looks great, but ^e/y expensive. Will this require pile supports and/or 
reconstruction of the riprap? Is this realistic? 

At grade paths and open space are not assumed to be pile supported. Riprap improvements may be 
required subject to regulatory approvals. 

44. The Open Space Maintenance Budget is very difficult to understand. Are the 
sections additive or not? Could they re-format this to be clearer? What the 
costs for landscaping, janitorial (including for public restrooms, which must be 
included in the two major parks), and maintenance, as well as management 



personnel? What about security? How are they proposing to pay for this on 
an ongoing basis? 

Preliminary budget numbers are sub-totaled and ultimately totaled across rows and columns. As the 
park design is conceptual not all program elements are detailed. However, programmatic and 
operational budget direction has been taken from Mission Bay. It is anticipated that ongoing operations 
will be funded via common area assessments or a maintenance disthct. 



CBRE CONSULTING, INC. 



C8 RICHARD ELLIS 

4 Embarcadero Center, Suite 700 
San Francisco, CA 941 1 1 

EXHIBIT F J 4T5 781 8900 

F 415 733 5530 

www.cbre.com/consulting 

MEMORANDUM 



To: Jonathan Stern and Phil Williamson; Port of San Francisco 

From: Mary A. Smitheram-Sheldon; CBRE Consulting 
Denise Conley; Conley Consulting Group 

Date: April 24, 2009 

Subject: Seawall Lot 337/Pier48 Developer Proposal Evaluation - Economic Analysis 



As requested, CBRE Consulting ("CBRE") and Conley Consulting Group ("CCG," together 
"Consultants") have evaluated various aspects of the developer proposal for Seawall Lot 337 and 
Pier 48 in response to the May 27, 2008 Request for Proposals ("RFP") issued by the Port of San 
Francisco ("Port"). The developer submission was dated January 15, 2009 and prepared by a team 
comprised of San Francisco Giants, Wilson Meany Sullivan, Kenwood Investments, The Cordish 
Company, Stockbridge Capital, and Farallon Capital Management, L.L.C. ("Proposer"). The 
evaluation described in this memorandum focuses on Seawall Lot 337. 

Overall Evaluation Summary and Recommendations 

The economics components of the Proposer's submittal do not meet the criteria set forth in the RFP in 
terms of rental revenues to the Port or for generating increment to fund other critical Port projects. In 
fad, as discussed below, the financial proposal for Seawall Lot 337 contains many risks and policy 
issues that the Port will need to carefully consider. One basic issue is that the Proposer's development 
program and financial submittal are conceptual, thus there are no concrete plans to actually develop 
this particular program. The submittal is based on reasonable assumptions, but is subject to revision 
based on market forces and additional information as planning moves forward. Furthermore, as the 
current financial proposal stands, it is very volatile in that differing assumptions significantly alter 
returns to the Proposer and the Port. Consultants recommend that if the Port enters into an Exclusive 
Negotiating Agreement ("ENA") with the Proposer that it establishes a fundamental policy framework 
of guiding economic principles at the outset to guide the negotiations. 

Potential Conditions for Moving Forward 

Based on Proposal and sensitivity testing presented in subsequent sections of this report. Consultants 
make the following recommendations: 

• The Port must participate in any economic upside: if vertical development supports higher 
than projected land values, Port ground rent should increase. 

• Given the significant uncertainties at this point, the Port must establish a fundamental policy 
framework of guiding economic principles at the outset of the negotiations. 

• The Port should seek protection from future assessment appeals from vertical developers to 
ensure tax increment flows from the infrastructure Financing District ("IFD") remain intact. 



CBRE CONSULTING, INC. 

CB RICHARD ELLiS 
Jonathan Stern 

Phil Williamson 

April 24, 2009 

Page 2 

Developer Financial Proposal Discussion 

Horizontal Development 

The proposal addresses the land (horizontal) development only. The building (vertical) development 
is proposed to be done by other entities, which may include members of the Proposer's team. The 
Proposer, acting as the horizontal developer, secures all entitlements and approvals, performs the 
infrastructure improvements, creates parcels for vertical development, arranges a partial subsidy for 
the parking, and builds the open space improvements. 

The vertical developers of the eight development sites created by the horizontal developer pays 
ground rent to the Port, which is based on an allocation of the $6 million in ground rent based on 
assumed land value supported by development on each site. A portion of the land value is paid to 
the horizontal developer to fund infrastructure improvements. It is important to note that the land 
value and ground rent is not determined for specific parcels and buildings, but rather for 
"prototypical" apartment and office (essentially targeted towards biotech and tech uses) buildings. 
One generic apartment vertical pro forma was prepared, as well as one generic office vertical pro 
forma. 

The proposed sequence is to start improving the parcels fronting on Third Street adjacent to existing 
infrastructure, thus minimizing land development costs in the early phases. Future phases are 
located towards the water and include several high cost elements that must be supported by the 
project as a whole: the parking garages (estimated at $64.4 million in 2018 and 2023 when the 
two phases are built), a possible substation ($13 million), the northern "feature park" ($16.3 million 
in 2020), and a perimeter stabilization system for the entire site. The horizontal developer proposes 
a "just in time" approach to infrastructure improvements: land development is phased on a building 
by building basis, and is only undertaken once there is a disposition contract for each building. 

The Proposer has proposed a financial structure where the Proposer bears the upfront entitlement 
costs, and once each vertical development is contractually assured, performs the site specific 
infrastructure improvements for that building or buildings. The following four sources are used to 
fund land improvement (Infrastructure) costs: 

• Land payment to the Proposer (horizontal developer) from the vertical developer (see above) 
at commencement of construction. 

• Payments similar to Community Facilities District' ("CFD") assessments paid by the vertical 
developer during construction and until the project is on the property tax rolls. CFD 
assessments are levied at an amount equal to IFD (property tax increment). 

• IFD payments generated by the vertical development. 



' A Community Facilities District is a public financing mechanism whereby bonds are issued to pay for certain 
infrastructure improvements. The developer (and ultimately the end-user) pays principal and interest 6n the 
bonds, which are collected by the local tax collector as part of the project's property taxes. By contrast, on 
Infrastructure Financing District is financing mechanism similar to Tax Increment Bonds issued by redevelopment 
agencies, whereby bond principal and interest payments ore paid by the tax increment generated by the 
development. 



CBRE CONSULTING, INC. 

CB RICHARD ELLIS 
Jonathan Stern 

Phil Williamson 

April 24, 2009 

Page 3 

• The proceeds of revenue bonds issued by the Port, sized by and to be paid by first by CFD 
revenues and then IFD income generated by the vertical development. 

The Proposer performs the horizontal development but the actual infrastructure is funded from Port 
revenue bonds, with a Reimbursement Agreement guaranteeing the Port's debt service. 

Interim Rent 

The financial proposal indicates that rental revenues continue to be paid to the Port by the existing 
tenants at the current rates until individual parcels are "taken down" for vertical development. 
Interim rent to the Port is projected to continue at $2,800,000 per year (2009$) and continues until 
2024, when all revenue- generating parcels are taken down. 

Base Ground Rent 

Ground rent is paid to the Port by the vertical developer of each building as construction 
commences. Ground rent for each site is allocated based on assumed land value of the uses 
proposed for the site. The conceptual vertical pro formas do not include reduced base rent during 
construction. The full base ground rent of $6 million annually does not fully phase in until 2025. 

Base Rent Escalations and/or Performance Rent 

The proposal states that future increases in base rent are to be negotiated during the ENA period. 
As an illustration of one possible ENA outcome, the additional information provided by the Proposer 
on 3/4/09 shows $254 million (2013 to 2053) in performance rent calculated as base rent 
escalations for each individual building at the rate of inflation with rent "bumps" every 5 years, 
compounded. This rent is paid by the vertical developer. 

Infrastructure Financing District Revenues 

The financial proposal calls for all IFD revenues be paid to the Proposer until all horizontal 
development costs^ are repaid. Once the horizontal developer has been repaid, the annual grov4h 
in tax increment revenues over and above the bond issue debt service accrue to the Port. In the 
illustrative financial materials provided by the Proposer, IFD revenues accrue to the Port beginning in 
the year 2028. 



' Development costs are marked up with a 15% annual carry cost, and vertical development "land payments" 
(i.e. payments for vertical development rights), and the proceeds of bond financing are deducted. 



CBRE CONSULTING, INC. 

CB RICHARD ELLIS 
Jonathan Stern 

Phil Willionnson 

April 24, 2009 

Page 4 

Risks to Port of San Francisco 

As highlighted in the subsequent sensitivity analysis section of this report, Consultants have identified 
several potential economic risks to the Port as follows: 

Uncertain Times 

• The proposal is based on market and development conditions that do not exist today, and 
are not projected from current conditions. 

• At this point Infrastructure improvement requirements are conceptual, and subject to 
modification after more detailed site planning and engineering studies. 

• Based on the proposed structure, the vertical developers, who are not necessarily party to 
this negotiation, bear a large part of the burden of funding infrastructure improvements 
because (1) IFD tax revenues and available bonding are hinged upon the performance of 
the vertical developers and (2) their land payments, at $34.7 million, are a major 
contributor to the Proposer's financial interest in the transaction. 

Financing Plan 

• The financing strategy depends on use of Port revenue bonds in order to maximize the 
bonding capacity supported by IFDs. In particular, the financing strategy assumes a Debt 
Service Coverage Ratio ("DSC") of 1.05. 

• In addition to their contribution of roughly 26% to 29% of the supported land value, the 
vertical developers, who are not necessarily party to this negotiation, are assumed to pay full 
land rent to the Port from the time of site take down. 

• The proposed financial structure requires incremental developer equity investment and 
repayment of that investment over time. 

Port Revenues 

• The proposed base rent, which accounts for $507 million of the total $739 rriillion in 
proposed revenues to the Port, phases in over time as each building is built and thus is 
subject to market delays. 

• IFD revenues, which are almost $200 million in the conceptual financials, do not flow to the 
Port until the developer is fully repaid, and thus are subject to risk if there are market delays, 
if bond proceeds are reduced by future capital market conditions, if required site 
improvements are more costly than currently envisioned, or if there are cost overruns. 



• 



Port revenues are also subject to developer carry costs of 15% on outstanding developer 
investment. 



CBRE CONSULTING, INC. 

, ^ CB RICHARD ELLiS 

Jonathan Stern 

Phil Williamson 

April 24, 2009 

Page 5 

OTHER DEVELOPMENT FACTORS 

Developer Team Qualifications 

Although Consultants were not requested to perform additional research into the Proposer team 
qualifications, we were asked to summarize the team's overall experience with master-planned 
development. Consultants note that in the developer qualifications stage, the two teams that merged 
to result in the Proposer team were individually rated as primarily "Strong" and in a few cases 
"Moderate" in the experience and financial capacity and capability categories. However, it is 
important to note that Boston Properties, a member of the former Wilson Meany Sullivan and 
Kenwood Investment team, is not part of the current Proposer team. The departure of this company, 
which specializes in Class A office ownership, development, and management, may not be a 
significant impact to the Proposer team in terms of qualifications, although the ramifications have not 
been explicitly investigated. The individual members of the Proposer team have broad experience in 
a number of complex development projects, as shown in the matrix presented as Exhibit 1 . 

Market Justification for Development Program 

Consultants reviewed the Proposer team's market justification report titled "Mission Rock 
Development Proposal: Market Context and Retail Market Analysis" doted January 2009 prepared 
by Economic & Planning Systems. Overall, this report fails to provide the justification for the 
development program as requested in the RFP. The RFP called for a market study that "clearly 
supports conclusions regarding revenue assumptions and the viability of proposed tenancies," 
including detailed information for residential uses (e.g., unit types, sizes, and mix, etc.). Instead, the 
submitted market report presents a "30,000-foot" overview of the generalized San Francisco market, 
relying heavily on secondary data. No specific property-level information was presented and no 
project-level conclusions were drawn. 

Of particular concern is the retail component of the study that both overstates the amount of 
potential retail spending (by assuming that only five percent of the population in the market area 
would also work in the market area)^ and underestimates the amount of future supply. The retail 
analysis also does not provide specificity as to demand for entertainment/eating and drinking 
establishments versus locally-serving convenience services for project residents and workers. The 
concern over retail extends to the proposed program itself - the 242,375 square feet of proposed 
space is not defined, or even carried into the financial proposal, as retail use does "not 
presently provide an economic return." 

The contents of this memorandum are subject to the attached Assumptions and General Limiting 
Conditions. 



^ What this means is there is only an assumed 5% "overlap" between people living and working in the same 
area. 



CBRE CONSULTING, INC. 

, _ . ■ CB RICHARD ELLIS 

Jonathan Stern 

Phil Williamson 

April 24, 2009 

Page 6 

ASSUMPTIONS AND GENERAL LIMITING CONDITIONS 

CBRE Consulting, Inc. has made extensive efforts to confirm the accuracy and timeliness of the 
information contained in this study. Such information was compiled from a variety of sources, 
including interviews with government officials, review of City and County documents, and other third 
parties deemed to be reliable. Although CBRE Consulting, Inc. believes all information in this study is 
correct, it does not warrant the accuracy of such information and assumes no responsibility for 
inaccuracies in the information by third parties. We have no responsibility to update this report for 
events and circumstances occurring after the date of this report. Further, no guarantee is made as to 
the possible effect on development of present or future federal, state or local legislation, including 
any regarding environmental or ecological matters. 

The accompanying projections and analyses are based on estimates and assumptions developed in 
connection with the study. In turn, these assumptions, and their relation to the projections, were 
developed using currently available economic data and other relevant information. It is the nature of 
forecasting, however, that some assumptions may not materialize, and unanticipated events and 
circumstances may occur. Therefore, actual results achieved during the projection period will likely 
vary from the projections, and some of the variations may be material to the conclusions of the 
analysis. 

Contractual obligations do not include access to or ownership transfer of any electronic data 
processing files, programs or models completed directly for or as by-products of this research effort, 
unless explicitly so agreed as part of the contract. 

This report may not be used for any purpose other than that for which it is prepared. Neither all nor 
any part of the contents of this study shall be disseminated to the public through publication 
advertising media, public relations, news media, sales media, or any other public means of 
communication without prior written consent and approval of CBRE Consulting, Inc. 



EXHIBIT 1 

DEVELOPER EXPERIENCE MATRIX 



Ralavcnl Project Exp«ri«nc« 



San Francisco Wilson Meany 
Giants Sullivan 









Faralton 


Stockbrldgs 


Kenwood 


Cordlsh 


Capital 


Capital 


Investments 


Company 


Management 



Major Projacts Completed 

■ AT&T BallPartt 

Size; 12.5 acre 

Comp Date: 2000 

Proiect Cost: $320M 

The Ferry Building 

Use: Off ce. Retail 

Size: 240.000 sf 

Comp. Date: 2002 
ProieclCost: $106. 7M 

The Flood Building 

Use: Office, Retail 

Size: 360,000 sf 

Comp Date: 1993 

The 86. San Jose 

Use: Retail, Residential 

Comp. Date: 2008 

Aouanum of the Bay 
Use: Museum 

Size: 50,000sf 

Comp. Date: 19.962,000 

Power Plant Live and Pier IV. Baltimore. MP 

Use: Retail, Office, Museum, Concert Venue 

Comp. Dale: 2003 
Pro)ect Cost: $30M 



Mayor Projects UndenMay 

Treasure Island 
Use: 
Size: 

Start Data: 
Project Cost 



Residential, Retail. Hotel, Open Space 
400 acres 
2010 
$1.2 Billion 



The Docks. Saaamento 

Use: Residential, Retail, Open Space 

Size: 23 acres 

Start Date: 2010 

Bay Meadows 

Use: Residential, Office, Retail, Open Space 

Size: 83 acres 

Comp. Dale: Under Development 

The Exploratorium 

Use: Museum, Retail 

Size: 300,000 sf 

Comp. Date: Under Development 

TheStone Lock District. Sacramento 

Use: Retail, Residential, Open Space, Office, Museum 

Size: 200 acres 

Start Date: In Exclusive Negotiation with City 

Mission Bav 

Use: Hotel, Commercial, Residential 

Size: 67 acres 

Comp. Date: Under Development 



Sources: Deveolopers Websites; Project Websites; and CBRE Consulting. 



D = Developer 
I = Investor 



BMS 



MEMORANDUM 

Date: March 16, 2009 

Prepared by: Michael Smiley 

Prepared for: San Francisco Port Commission 

PHYSICAL PLANNING and URBAN DESIGN EVALUATION of the MISSION ROCK 
DEVELOPMENT PROPOSED FOR SEAWALL LOT 337 and PIER 48. 

San Francisco, California 

Introduction 

This memorandum provides an evaluation of the physical planning and urban design qualities of 
the development proposal prepared by the San Francisco Giants and Wilson Meany Sullivan (and 
other partners) for the Mission Rock development on Seawall Lot 337 and Pier 48 in San 
Francisco. The evaluation includes a brief overview of observations and issues related to the 
project proposal followed by a detailed evaluation of the proposals' responses to the goals of the 
Request for Proposals dated May 27, 2008. In general, this evaluation is not intended to provide 
specific recommendations to the development team regarding revisions to include in the plan. 
Rather, it is intended to identify issues for consideration by the San Francisco Port Commission 
and its' staff, the Port Advisory Panel, and the numerous agencies and departments that will review 
the project over the coming months. 

Overview 

1) A well conceived plan. 

At the outset, it should be said that overall the proposal presents a well-conceived plan for the 
rational development of Seawall Lot 337 and Pier 48. Most of the comments contained in this 
memorandum relate to specific elements of the proposal that require further carefiil study and 
clarification. In some cases, information is simply unclear or missing. In other cases, modification 
of the proposal as presented should be considered. 

2) A Clear Urban Framework. 

A strong and legible underlying urban framework that allows flexibility in the allocation of land 
uses and the design of buildings is arguably the most critical element of a successful urban 
development. The proposal is excellent in this regard. The underlying framework of streets and 
blocks and linked open spaces is appropriate to this location specifically and within the context of 
this part of the city as a whole. 

While the overall fi-amework of the plan is strong, several issues requiring further consideration 
should be noted. 

• The plan presents a strong outward orientation and connection to the waterfront on two 
sides (north and east). However, the external orientation and connection of the 
development to the south and west is less successful. Plan views show the surrounding 



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URBAN DESIGN LANDSCAPE ARCHITECTUSE CAMPUS PLANNING LAND PLANNING 



• 



Page 2 of 10 



context of the Bay and Mission Creek, but provide little information regarding the 
relationship of the project to the surrounding context on the south and west. 

Related to the above, generally the plan conveys a sense of inward orientation. The 
strongest activity centers of the project are located in the center of the site, which projects a 
self-contained environment reminiscent of places such as the Embarcadero Center. The 
architectural character portrayed in the illustrations reinforces this self-contained character. 

Third Street and Mission Rock Street feel like "edges" to the project, rather than part of a 
continuum of the urban fabric. This is particularly true of Mission Rock Street and the 
apparent impacts resulting from the development proposed for Block D. 

Block D as a whole is of particular concern. It is a large, monolithic block of development 
with an eight-story podium devoted primarily to parking. There are few comparables to 
such a massive block of development in San Francisco. Perhaps the closest comparables 
would be Gateway Center or Moscone Center, both of which create large, bulky blocks in 
the center of important pedestrian areas. Furthermore, neither of these have base 
developments as large and bulky as the proposal for Block D. Recognizing the need for 
large amounts of parking at this location, the scale, visual penetration, street relationship, 
and relationship to the surrounding area of this massive block nevertheless needs further 
study. 

• While the active (retail) uses surrounding Las Ramblas and Mission Rock Square will, if 
successful, likely create an attractive and exciting urban envirormient, the relationship to 
the planned uses on 4* Street two blocks to the west should be carefiilly considered. If 
there is insufficient market to support both of these locations, the result could be one (or 
two) urban places that are only partially successful and unattractive. The retail arcade in 
the Golden Gateway Center surrounding Sydney Walton Square is a notable example. 
While this is a market and financial question that is outside the scope of this memo, it is 
nonetheless an important contextual issue that has physical design ramifications and 
therefore should be carefully considered in determining the appropriateness of this 
development proposal. 

Evaluation Matrix. (Neighborhood Character, Historic Resources and City Form) 

The matrix below provides a detailed evaluation of the development proposal according to the key 
project development objectives and criteria described on page 15 of the Request for Proposals. 

Key phrases from the project objectives and criterion have been underlined. These have been 
placed in the left column and serve as a basis to evaluate the development proposal in detail. 

In the right column of the matrix, comments have been provided related to the design objectives 
and criteria. 



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Page 3 of 10 



Project Development Objectives (From RFP) 



Comments 



RFP Objective 10: Create a Unique Form for SWL 337 that incorporates architecture that is varied 
and timeless and human-scaled , which complements the scale of new development along Third 
Street in Mission Bay , respects historic resources on the waterfront , including Pier 48 and Lefty 
O'Doul Bridge, and steps down heights of buildings towards the Bay . 

Criterion a : Promote an inspiring urban form and architecture worthy of this unique waterfront 
location, within a flexible framework of proposed zonins and development controls . 



Urban Framework 



The proposed project has a clear framework 
of streets and blocks based on a N-S-E-W 
grid. Allows land use and design flexibility if 
conditions change in the future. North-south 
orientation good for climate response. 
Issue: Sun / shade analysis should be 
conducted, particularly related to key public 
spaces. 



Architecture that Is varied and timeless 



Issue: Recognizing the architectural design 
is at a very preliminary conceptual design 
level, the architectural renderings 
nonetheless present an indication of design 
intent. This imagery suggests a design of 
both buildings and place that is neither varied 
nor timeless. In the worst case, this could 
result in a project that resembles the 
Embarcadero Center in its uniformity of 
massing and architectural design. 
Improvements in horizontal and vertical 
differentiation should be assessed, which 
could give the project more of an image of 
having been developed incrementally rather 
than as one coordinated project. 
Incorporation of elements that link it clearly to 
the diverse architectural character of San 
Francisco might also be desirable and might 
be achieved by the use of varied materials, 
massing and detailing. As presented, the 
project appears somewhat monotonously 
"modern" in execution and lacks a varied and 
timeless quality. (See also related 
discussion under criterion d) 



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Human Scale 


The project generally does a good job 
internally of creating a human-scaled 
environment. Issue: Potential scale problem 
areas: 1 ) Mission Rock Street and Terry 
Francois Blvd. Large parking frontages. The 
relationship between the parking areas and 
the streets is unclear in the plans and 
sections. 2) Third Street scale also needs 
clarification. Easily understood street cross- 
sections are needed for all perimeter streets 
illustrating relationship to surrounding 
development. 


Compliments scale of development along Third 
Street 


Issue: See comments above. From 
illustrations, scale of Third Street frontages 
appears large and bulky, reminiscent of 
streets surrounding Verba Buena Gardens 
(Mission, Fourth, Howard, Third), which is 
arguably not entirely successful due to 
inward orientation of project area. More 
study / explanation of project edges needed. 
The proposal does not clearly explain the 
relationship to surrounding context, 
particularly along Third Street and Mission 
Rock. What is the latest thinking across 
these streets and how does this project 
respond? 


Respects historic resources 


Strong open space response to historic 
resources of the area, particularly the Lefty 
O'Doul Bridge and Pier 48 bulkhead. North / 
south orientation of the framework is also a 
potentially interesting response to the historic 
rail yards, although this will not be apparent 
to users. Issue: While it is understood this is 
only conceptual design, incorporating 
references to the history of the area should 
be considered in the elements of the final 
detail design, particularly in open space 
areas. 


Steps down heights of buildings toward the Bay 


Generally meets this criterion well without 
slavishly following a stepped profile. Thus 
allows some variability and interest in the 
profile of the project. Issue: Exception is 
the 380-foot tower on Block A. The rationale 
for the tallest tower in the project at this 
location is not made clear in the proposal. 
Impacts of shadow on adjacent open spaces 
and views to the waterfront from surrounding 
areas (such as Potrero Hill) should be 
analyzed. (See further discussion under 
Objective 1 1 following). 



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Page 5 of 10 



Architecture worthy of this unique waterfront 
location 


Issue: See comments under "Architecture 
that Is varied and timeless" above. Too early 
to accurately review architectural design at 
this conceptual design level. However, 
greater diversity of architectural expression 
would be appropriate, as seen throughout 
other areas of the SF waterfront. 


Flexible framework of zoning and regulatory 
controls 


See comments above under "Urban 
Framework." 


Criterion b: Propose a density of new development sufficient to support the public amenities and 
infrastructure improvements proposed for SWL 337. 




Success in meeting this criterion is measured 
best in the economic analysis. 


Criterion c: Provide a Bay Trail/ public promenade that meets public open space and circulation 


needs of the site, and supports access by multiple transportation modes, includina pedestrians and 
bicyclists. 


Bay Trail / Public Promenade 


The project provides a clear, attractive and 
legible Bay Trail linkage. Issue: From the 
illustrations, the Bay Trail and Promenade 
appear to be wide enough. However, the 
width and actual relationship to surrounding 
uses is unclear. Cross-sections of Bay Trail 
and Promenade, particularly at congestion 
points would be useful. Will there be a 
delineation of bicycle facilities (on-street 
similar to Embarcadero and Crissy Field?) 
and pedestrian facilities? 


Supports access by multiple transportation modes 


See comments above. Issue: Potential 
conflicts between Bay Trail users and 
adjacent uses such as high-volume service 
access to the future exhibition and event 
uses in Pier 48. (Similar to access conflicts 
requiring careful consideration for the 
Exploratorium on the Embarcadero). 



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Page 6 of 10 



Criterion d: Desian new street and access corridors as public soaces that foster an intimate and 
pedestrian scale and social and economic interactions between diverse uses and users, as promoted 


in the San Francisco Better Streets proaram. 




Intimate and pedestrian scale (Internal Streets) 


Internal streets appear quite successful at 
providing pedestrian scale in the vertical 
layering of the building uses, particularly 
along Ramblas Street. Issue: Horizontal 
scale, horizontal bulkiness and banality of 
architectural expression, as conveyed in the 
illustrations, is less pedestrian in scale. On 
page 100, the proposal states: "The vision 
for the neighborhood is analogous to many 
wonderful pedestrian-oriented San Francisco 
retail streets, such as Hayes Street, Fillmore 
Street, Clement Street, and 24"" Street." 
These streets have diversity of architecture 
and their modularity. This character is not 
represented in the architectural concept as 
presented, which conveys a "shopping 
center" character. Breakdown of horizontal 
scale (not just at the street level) into finer- 
grain modules should be explored. 


Intimate and pedestrian scale (External Streets) 


Issues: Large parking facilities facing 
Mission Rock and Terry Francois Blvd. 
potentially detrimental to scale and character 
of pedestrian areas. Mission Rock likely an 
important E-W pedestrian connector to light 
rail for non-project patrons. Ground-level 
treatment along these streets is unclear from 
the proposal. Third Street scale also 
appears bulky in design. Resulting total 
streetscape design character of all 
surrounding streets including public and 
private realm should be clarified. 


Streets promote social and economic interactions 
(Internal Streets) 


Ground floor uses adjacent to streets are key 
to success of this criterion. Internally, if uses 
are successful, attractive environments for 
social and economic interaction will result. 
High density mix of uses is good, particularly 
along Ramblas and in Mission Rock Square. 
Issue: If active (retail) uses are not 
successful around these spaces, could result 
in negative impact on park area, in particular 
(consider difficulty of ground floor uses 
surrounding Sidney Walton Square). How 
will management program assure success of 
these uses? What will be the impact on the 
success of 4"^ Street in Mission Bay? 



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Page 7 of 10 



Streets promote social and economic interactions 
(External Streets) 


See comments above under "Intimate 
Pedestrian Scale". The mix of uses at the 
ground floor, scale, and design of the public 
environment are less clear for Third Street, 
Mission Rock and Terry Francois Blvd. than 
for other parts of the proposal. Additional 
clarification is needed, including cross- 
sections describing relationship to 
surrounding uses. 


Criterion e: Utilize street and public wav imorovements to promote access and view corridors to the 
waterfront and Bay. 


Access to the waterfront and Bay 


Street framework generally provides 
excellent E-W permeability across and 
through the site for travelers using all modes. 
Issue: Block D provides barrier. 


View corridors to the waterfront and Bay 

1 


View corridors are a strong form-giving 
element of the proposed plan. As a result, 
view corridors are generally good to all major 
external landmarks both from the site and 
through the site, issues: Exception is the 
large parking structure on Parcel D which will 
likely dominate waterfront and views of the 
waterfront and Bay Bridge from the 
southwest. The impacts on views from 
Potrero Hill and other surrounding areas of 
this massive building as well as the 
placement of towers should be evaluated. 


Criterion f: Locate active uses at the street level, and adjacent to public aatherina spaces created as 
part of new open spaces. 


Active uses at street level (internal streets) 


See comments above under criterion d. 


Active uses at street level (external streets) 


See comments above under criterion d. 
Issue: Treatment of ground floor unclear on 
Mission Rock Street and Terry Francois Blvd. 
Large areas of public parking at street level. 
Mission Rock potentially important E-W 
pedestrian corridor. Opposite side of Terry 
Francois is the Bay Trail and Blue Greenway, 
thus character of facing development 
(particularly ground floor uses) and traffic will 
need careful consideration. 



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Page 8 of 10 



Active uses adjacent to public gathering / open 
spaces 


Well located, active and attractive ground 
floor uses adjacent to Mission Rock Park, 
Las Ramblas and surrounding Mission Rock 
Square will help enliven these spaces. 
Issue: Success of retail along pedestrian- 
only spine adjacent to Mission Rock Park. If 
unsuccessful, could have negative impact on 
park area. Same applies to Mission Rock 
Square. How will the management program 
assure success of these proposed uses? 
(See also comments under criterion d) 


Criterion q: Desiqn new development to provide an attractive and invitina street front alona Third 
Street and adjacent developments in Mission Bay. 






Along Third Street 


See comments above under criterion d. 


Adjacent developments in Mission Bay 


See comments above under criterion d. 


RFP Objective 11 : Respondents mav propose one to three taller, slender towers of 300 feet or more 


that create an insoirina architectural identity for SWL 337 and enables development densitv on-site 
while also suoDortinq space needs to meet major waterfront open space, urban desiqn. and the 


pedestrian realm objectives of this development. 


One-to-three slender towers above 300 feet 


One tower is proposed to exceed 300 feet. 
Four additional towers are proposed at 
approximately 200 feet or above. Issues 
related to building height will be of concern 
for all of these buildings, not just the tower 
over 300 feet. 


Inspiring architectural identity 


Issue: It is probably premature to expect 
significant effort on tower architectural design 
from the applicant at this time. However, the 
submission renderings imply that the design 
of all towers would be very similar. 
Uniformity of architectural design could lead 
to too much similarity and not seem more 
incrementally developed. (See Criterion a 
discussion). Further explanation of design 
intent is needed. 


Enables development density on site. 


Density appears appropriate to location. 



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Page 9 of 10 



Meet open space, urban design and pedestrian 
realm objectives 



Issues: These are among the most 
important criteria related to the 
appropriateness of tall buildings In the city. 
Under these criteria, key issues related to tall 
buildings include: 

1) Shade and shadow on public spaces. 
Proposed tower spacing and location 
generally appear to mitigate shade on key 
public spaces, with the exception of the 
tower on Block A and its potential shadow 
effects on Mission Rock Park. Block D 
development may also result in lengthy 
periods of shadow on Mission Rock Square 
during portions of the year. Therefore, 
shadow analysis of the development should 
be conducted. 

2) Wind generation at street level. Based on 
the illustrations, it appears that most of the 
tower footprints are relatively small, which 
should help mitigate against wind. How6ver, 
some towers appear to be oriented along a 
north-south axis, which may result in wind 
problems at street level in this relatively 
windy location in the city. Wind modeling 
and fagade treatments to mitigate turbulence 
should be considered. 

3) Impact on views. As mentioned previously 
under criterion a and d, the impact of the 
towers on views from surrounding areas 
such as Potrero Hill is unclear from the 
proposal. Despite the apparently small 
footprint of the towers, the potential of the 
ensemble to create a "wall effect" is an issue 
that requires further study and clarification. 

4) Pedestrian scale relationships. 
Generally the vertical layering of the uses 
and design of the buildings in the project 
does a good Job of providing an appropriate 
pedestrian scale to the towers (and most 
buildings) adjacent to pedestrian areas. 



RFP Objective 12: Propose a development program that funds public amenities and infrastructure 
improvements. 



Success in meeting this objective is 
measured best in the economic analysis. 



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Other Criteria and Observations 


Relationship of uses to surrounding context. 


Issue: Not easily understood from 
presentation materials on the south and west 
sides. What is relationship of major parking 
facility on Block D to the potential uses and 
character across Mission Rock Street? 
Character and quality of access to Mission 
Rock T-Third station (along both Third Street 
and Mission Rock) should be clear, strong 
and attractive. Development should help 
make the station intersection area an 
attractive hub. Proposal does not appear to 
do so sufficiently. 


Creation of a strong sense of place 


Development will create a strong sense of 
place. Much of this is attributable to the 
open space framework. 


Recognizes history of the site 


Issue: So far, only expressed in the layout 
of the framework plan (which will be invisible 
to users), and the view corridor to Pier 48, 
which is strong and positive. Future detail 
development should consider further, legible 
expression of the history of this place. 


Design which distinguishes this development / 
neighborhood from other places 
contributes to unique sense of place. 


Issue: While the development will create a 
strong sense of place, much of the character 
of the place as expressed in the illustrations 
does not express the uniqueness of either 
this particular site or the city of San 
Francisco. If built as illustrated, it will feel 
much as other newly developed places such 
as Vancouver, and the San Diego waterfront. 


Overall site development planned and easily 
perceived as a public place. 


The proposal is generally quite successful in 
achieving this objective. The permeability 
created by the framework plan, abundant 
open space, and placement of active, 
"public" uses such as retail all are well 
integrated to invite the public in. Issue: 
Perception and relationship to surrounding 
context. 



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MEMO RAN DU M 



To: Phil Williamson (Seawall 337 Project Manager) and Diane Oshima (Assistant 

Deputy Director, Waterfront Planning), San Francisco Port 

From: Jeremy Nelson and Francesca Napolitan 

Date: 3/13/09 

Subject: Nelson\Nygaard comments on Seawall 337 Transportation Demand Management 
Plan 



Background 

Nelson\Nygaard has been retained by the Port of San Francisco (Port) to serve in an on-call 
advisory capacity during the redevelopment process for the Seawall 337/Pier 48 site (also known 
as Giants Lot A) in San Francisco. For a previous task order, Nelson\Nygaard assisted the Port, 
with support from San Francisco Municipal Transportation Agency (SFMTA), in developing the 
transportation, parking, and demand management sections of the Development Request for 
Proposals (RFP). 

Four development teams responded to the RFP with proposals for Seawall 337. Two teams 
advanced in the evaluation process, and these two teams subsequently combined into a single 
team and submitted a single development proposal for the site.^ 

Purpose of this Memo * 

Under our current task order, the Port has requested that Nelson\Nygaard review the 
"Transportation Demand Management Plan" (TDMP) portion of the development proposal, and to 
provide preliminary feedback to the Port's project staff, advisory committee, and decision makers 
on the potential feasibility and likely impacts of the proposed policies and programs contained in 
the TDMP.^ 



^ Mission Rock Seawall Lot 337 and Pier 48: Volume 1 (Phase 2 Design + Development Document) and Volume 
2 (Phase 2 Project Team, Market Analysis, Transportation Demand Management Plan, and Operations). San 
Francisco Giants, Wilson Meany Sullivan, Kenwood Investments, The Cordish Company, Stockbridge Capital, 
Farallon Capital Management, in association with Perkin Will, Hargreaves Associates, Atelier Ten. 1/15/09. 
^ Nelson\Nygaard has served in a similar "peer review" role supporting the Mayor's Office of Workforce and 
Economic Development in the development of the sustainable transportation plan for Treasure Island 
redevelopment project. 

Page 1 • Nelson\Nygaard Consulting Associates 



In particular, the Port has asked Nelson\Nygaard to evaluate the TDMP based on its adherence to 
the transportation goals set forth in the RFP as well as the likelihood of the TDMP proposals 
achieving these objectives in a cost-effective and tinnely manner. To paraphrase, the RFP 
transportation goals were to a) increase the use of multimodal transportation for trips to and 
through the project site, b) implement best practice parking policies in order to manage parking 
demand in the most space-efficient manner possible, and c) reduce vehicle trips, vehicle miles 
traveled (VMT), and peak-hour congestion associated with the project site to the maximum extent 
feasible in order to create a "low traffic" development that leverages the existing and planned 
multimodal transportation investments in the project area. 

It should be emphasized that this memo contains preliminary feedback from our initial review of 
the TDMP. It should also be emphasized that this feedback is based on the information available 
to us as presented in the TDMP. Finally, it should be noted that there are many positive aspects 
of the TDMP that we do not cover in detail in this memo. In particular, the inclusion of an on-site 
Transportation Resource Center, a full-time Transportation Coordinator, and various multimodal 
transportation marketing and promotion initiatives (e.g. transportation website, etc.). In addition, 
the Port requested us to highlight areas where the TDMP could potentially be strengthened to 
achieve the multimodal transportation goals of the RFP. 

Preliminary Feedback 



Transit 



As presented in the TDMP, the feasibility of the proposed extension of the E-line to the 
project site is unclear, both from a ridership, operations, and funding perspective. Even if 
this project were feasible from a planning standpoint, the capital costs for extending the E- 
line to the project site would be substantial and there is no clear funding plan included in 
the TDMP. In addition, the current E-line is itself a speculative project that is likely at least 
'10-15 years away from implementation and may not provide service to early phases of the 
project. 

The TDMP mentions the benefits of the extension of the Central Subway to North Beach. 
Our understanding is that this is a speculative, unfunded extension that would be at least 
10-15 years away from implementation and may not provide service to early phases of the 
project. 

Transit service enhancement should be present from the beginning phases of the 
development in order to promote "low traffic development" at turnkey and leverage the 
project's proposed TDM measures. 

The proposed coordination of the project with existing and new shuttles is positive, but 
operations plan will need to be fleshed out further in order for Nelson\Nygaard to provide 
more detailed feedback on feasibility and impacts. 

Nelson\Nygaard was not able to conduct a peer review of the TDMP's preliminary analysis 
of Muni impacts at this stage based on the information as presented in the TDMP. 
However, we would note that the Muni utilization figures presented in the TDMP should be 
for peak-hour (not all day) when capacity constraints are most significant and marginal 
costs to add more capacity are highest. In addition, the utilization numbers should be in 
the peak-hour peak direction (e.g. measuring N-line utilization inbound in the AM peak and 
outbound in the PM peak). 



Page 2 • Nelson\Nygaard Consulting Associates 



■ Using the Super District 1 transit mode splits as a baseline may not be appropriate as tliis 
encompasses the entire northeast quadrant of the city with a wide diversity of land uses 
and varying levels of transit service; instead, using baseline mode splits for comparable 
projects in the project vicinity are recommended. In addition, it is our understanding that 
the Super District 1 mode splits are for all day travel not peak hour travel. As discussed 
above, peak hour mode splits should be used for measuring both existing baseline and 
proposed targets. 

■ Key transit streets should be designed to accommodate fast transit/shuttle speeds, while 
also discouraging low travel speeds by automobiles. Consider dedicated right-of-way and 
signal pre-empts for transit corridors along with design measures to calm automobile traffic 
without impeding transit vehicles. 

■ Integration of the proposed E-line extension with existing Muni Breda car operations will 
present numerous design challenges in terms of both transit facilities (boarding areas, 
layover areas, etc.) and street design (e.g. turning radii, capacity for dedicated transit right- 
of-way, etc.). These issues will need to be further analyzed and resolved in close 
coordination with SFMTA. 

■ The TDMP should conduct demand analysis on what the impacts of the development may 
be on other transit operators besides Muni. 

■ The TDMP did not contain a discussion of potential funding sources for new transit 
capacity enhancements. For the Treasure Island redevelopment, parking charges are 
dedicated into perpetuity to funding of enhanced transit bus and ferry service. 

Walking and Bicycling 

■ The proposed block pattern, traffic calming, and conceptual street design/operational 
policies will foster pedestrian-oriented, walkable streets. More detailed information on the 
proposed street typology, street design standards, and ground-floor building design 
guidelines would allow for further evaluation. 

■ The TDMP proposes that all streets will be designed and traffic calmed to speeds of 25 
mph or less. For key pedestrian and bicycle streets on the project site, design speeds 
could be reduced further (perhaps to 10 to 15 mph) to minimize speed differentials 
between moving autos and pedestrians/bicyclists. 

■ The proposed pedestrian "Ramblas" is innovative and positive; the shared 
streets/"woonerf' design concept could be explored for other minor streets interior to the 
project site. All street design proposals should be developed in coordination with the 
design guidance of the Better Streets Plan. In addition, the designs for "shared public 
rights-of-way" for the Treasure Island redevelopment have been vetted with multiple 
agencies including the Fire Department and may serve as useful case study. 

■ The proposed bicycle facilities and potential accommodation of the City's future 
bikesharing program will leverage the existing bicycle infrastructure of the project site area. 
More details on which streets will be bicycle-priority streets and how the project's bike 
network will connect with the City's existing and planned bike network would be useful and 
allow for further evaluation. 



Page 3 • Nelson\Nygaard Consulting Associates 



The TDMP proposes that current Zoning Code minimums for bike parl<ing, lockers, and 
shower facilities will be met. The development context and transportation goals of the RFP 
suggest that the City's existing minimums for multimodal transportation facilities are not an 
appropriate development standard for this project; instead the project represents an 
opportunity to exceed existing minimum standards in these areas. 



Auto Traffic 



The preliminary traffic operations analysis presented in the TDMP appears to focus on 
street segments, rather than intersections where impacts are most critical to measure and 
mitigate. It may be advisable or necessary to conduct intersection-level analysis prior to 
the EIR stage (as proposed in page 36 of Volume 2 the TDMP) in order to allow 
refinements to be made to the TDMP that would reduce vehicle trips and traffic impacts at 
an earlier stage in the TDMP development planning process. 

2001 traffic counts may not be an appropriate basis for the traffic operations analysis. 



Auto Parking 



The TDMP's parking demand analysis does not appear to take into account planned and 
pending implementation of best practices in parking management (such as demand- 
responsive pricing of on-street parking) by the Port and SFMTA in the project area.^ 
Implementation of such programs may affect area wide parking demand. 

A site plan and/or table highlighting the location and amount of on-street parking was not 
included in the TDMP as requested in the RFP. 

The TDMP's discussion of potential pricing strategies to manage parking demand and 
promote parking turnover/utilization was limited. The only information provided was that on- 
street parking would be metered and market off-street parking would be priced at market 
rates. No methodology was provided for how market rates will be determined. 

At the earliest feasible opportunity, a parking pricing plan (phased for each of the planned 
project phases) should be developed to include: 

o Prices for different parking types/locations (e.g. short-term visitor or commercial 
parking). 

o Demand-responsive pricing structure (e.g. "time of day" and/or "length of stay" 
pricing) to promote availability and increase turnover/utilization). 



Nelson\Nygaard was not scoped to do a separate parking demand analysis. We also did not conduct a full 
peer review at this stage of the parking demand analysis presented in the TDMP due to limited information of the 
assumptions and inputs that went into this analysis. Therefore, this memo is largely silent as to whether the 
demand analysis contained in the TDMP is appropriate for this development context, although it is not clear to us 
that the parking demand methodology contained in Appendix G of the San Francisco Planning Department's 
"Transportation Impact Analysis Guidelines for Environmental Review" is appropriate for a project of this type 
and location, as more refined parking demand methodologies do exist (such as the Urbemis Model). However, 
we focus our comments in this memo on the parking management policies that could help reduce parking 
demand and the associated vehicle traffic that can compromise the functional operation of other modes (transit, 
bicycling, and walking). 



Page 4 • Nelson\Nygaard Consulting Associates 



o Typical prices and peak demand prices for hourly, daily, and monthly parking, 
including pricing disincentives to reduce commuter parking (e.g. a tiered pricing 
structure and/or the elimination of daily, monthly, and "early bird" discounts). 

The discussion in the TDMP of how off-site parking lots and garages would feasibly be 
utilized to accommodate peak-period surges in parking demand was limited. 

The discussion in the TDMP of specific strategies to limit on-street parking "spillover" 
impacts into adjacent areas that do not have parking capacity to handle these impacts was 
limited. 

Unbundling of prices for residential and commercial parking from the lease/sale costs of 
the uses themselves is commendable and will support the RFP's transportation goals of 
reduced vehicle ownership, VMT, and parking demand. The prohibition on bundled 
parking charges should be memorialized as part of the conditions of approval and/or 
development dispensation agreement so that this prohibition is in effect into perpetuity. 

For ownership units, all parking should be leased on a monthly basis rather than sold. 
Making it leased and monthly allows you to adjust the pricing as needed to manage 
demand and provides homeowners the incentive to realize financial savings if they give up 
their parking space. 

We were not able to ascertain the proposed unit size mix and average bedroom count for 
the residential units, nor whether the proposed units will be for lease or for sale (or a 
mixture of both). Knowing this information would affect our evaluation of the residential 
parking supply ratios. With the information we have at this time, the parking supply ratios 
for the residential units appear to be on the high end, based on our experience, research 
on auto ownership at comparable projects, the transit-intensive nature of the project site, 
and the existing parking maximums in the San Francisco zoning code for this area. At the 
earliest feasible opportunity, an analysis of actual residential parking demand at 
comparable projects in the project area (and other similar projects in other markets) should 
be developed to understand whether the residential parking ratios are appropriate for a 
project of this type/location. This analysis will be critical to assist the development team, 
the Port, and the public in understanding how the proposed parking supply ratio might be 
refined to support the project's mode split targets. 

We were not able to confirm from the information contained in the TDMP whether the 
retail/office parking supply ratios were appropriate for the expected parking demand of a 
project of this type and location. This is iDecause parking demand for commercial uses is 
largely contingent on the employment density (employees/SF) of the commercial uses and 
the anticipated mode split for employees and customers. In addition, the required supply is 
contingent on the potential shared parking opportunities and how aggressively parking- 
efficient operations (e.g. tandem, valet, and/or stacked parking) are implemented. Because 
none of this information is available to us at this time, we cannot evaluate the proposed 
commercial parking supply ratios. At the earliest feasible opportunity, an analysis of actual 
commercial parking demand at comparable projects in the project area (and other similar 
projects in other markets) should be developed to understand whether the commercial 
parking ratios are appropriate for a project of this type/location. This analysis will be critical 
to assist the development team, the Port, and the public in understanding how the 
proposed parking supply ratios might be refined to support the project's mode split targets. 



Page 5 • Nelson\Nygaarcl Consulting Associates 



■ The TDMP discusses shared parking opportunities, but we were not able find information 
that quantified the reduction in the parl<ing supply to account for shared parking. We could 
conduct further evaluation of the TDMP shared parking analysis if additional information 
was made available. At a minimum, the commercial parking supply for the project should 
be "pooled" so that all commercial users share the same parking facilities; accounting for 
the shared parking efficiencies, a "blended" parking supply ratio for all commercial uses 
should be developed (spaces/SF) and presented. 

■ The TDMP contained no discussion of on-site parking wayfinding or real-time occupancy 
signage, nor how these strategies could be used to balance the geographic distribution of 
parking supply and demand and reduce traffic congestion caused by circling for parking. 

■ In addition, the TDMP contained no discussion of how providing travelers with real-time 
parking availability and pricing information before they begin their trip could help reduce 
traffic congestion caused by circling for parking and perhaps even encourage mode shift. 

■ The TDMP contained no discussion of how parking facilities could be designed and 
managed for potential conversion of other uses. For example, since all parking is provided 
at grade level or above, it should be flexibly designed to accommodate more productive 
land uses if/when parking supply exceeds demand. The smaller parking facilities proposed 
to be incorporated into mixed-use buildings could be designed in such as way as to make 
them convertible to other uses through adherence to higher building code standards, 
higher floor-to ceiling spans, using flat floors with ramps rather than sloped floors, etc. An 
example: ground floor parking or 2"*^ floor parking that's not needed for future phases could 
be converted to boutique retail or artist studio/rehearsal/performance space. 

Transportation Demand Management 

■ The TDMP did not contain a detailed discussion of financial subsidies/incentives to 
increase utilization of alternative modes (e.g. universal transit passes, subsidized 
carsharing memberships, etc.). 

■ The discussion of the UCSF carpool/vanpool services is informative, but no specific details 
are provided on how the project will integrate with and take advantage of these services. 

■ It is unclear who will provide the proposed ridematching services. 

Implementation, Performance IVIonitoring, and Compliance Measures 

■ A detailed implementation schedule was not provided in the TDMP. Questions raised 
include: How will the different demand management measures be timed as development 
phases will be occurring over several years? What happens when? 

■ The monitoring section in the TDMP contains several important implementation monitoring 
initiatives (e.g. bicycle and auto trip and parking demand counts), but several others that 
will be less useful (e.g. tracking website utilization). 

■ The best method to gauge the success in meeting the transportation and parking goals of 
the RFP for this development site would be to formalize specific targets (e.g. vehicle trip 
reduction thresholds and/or auto vs. non-auto mode split targets) as binding performance 
measures. Trip thresholds should be phased to account for phasing of development 
intensity and measured on a per unit basis (e.g. residents, jobs, square footage, etc.) to 



Page 6 • Nelson\Nygaard Consulting Associates 



create an incentive for low-traffic development without penalizing increased development 
intensity. 

■ It is unclear from the TDMP how implementation compliance and progress towards 
performance measures will be monitored, and by whom. 

■ It is unclear from the TDMP what actions will be tal^en if proposed implementation 
schedules and desired performance measures are not met. What incentives and 
requirements will be initiated in order to ensure compliance over time? 

■ To our knowledge, the TDMP did not contain any capital/operational cost estimates for 
proposed transportation policies and programs, nor is there any discussion of potential 
dedicated funding streams to ensure ongoing implementation of these initiatives. For 
example: could parking revenue generated on-site be used to fund free transit passes to 
all project residents and employees? 

Preliminary Conclusions 

■ Overall, the TDMP represents a commendable "first cut" at responding to the transportation 
goals articulated in the RFP for the project site. In particular, the inclusion of an on-site 
Transportation Resource Center, a full-time Transportation Coordinator, and various 
multimodal transportation marketing and promotion initiatives (e.g. transportation website, 
etc.) are all helpful ideas in reducing vehicle trips to and through the project site. 

■ In certain instances (as noted above), the information as presented in the TDMP did not 
allow for a full evaluation of: 

o The proposed project's estimated transportation impacts. 

o The relative cost effectiveness of proposed demand management measures. 

o The long-term feasibility of certain demand management measures in regards to 
dedicated revenue streams to ensure implementation as well as ongoing 
compliance monitoring of performance measures 

■ As stakeholders engaged in the process are aware, the project site represents a once-in-a- 
generation chance to create a cutting-edge model of sustainable "low traffic development" 
in San Francisco. In order to take full advantage of the multimodal resources of the project 
area, it is our opinion that the TDMP can be further strengthened. In particular, key areas 
of the TDMP can be made more robust, including development of a more detailed 
transportation demand management program and expanded implementation of parking 
management best practices. 

Next Steps 

Based on further information and feedback from the development review process, 
Nelson\Nygaard will continue to support the Port as needed to develop and refine transportation 
and parking recommendations as the part of the public evaluation process of the development 
proposal for the Seawall 337 site. 



Page 7 • Nelson\Nygaard Consulting Associates 



3FIVITA Municipal Transportation Agency 



TO: 
FROM: 
DATE: 
SUBJECT: 



MEMORANDUM 



Gavin Newsom | Mayor 

Tom Nolan | Chairman 

Rev. Dr. James McCray Ji. | Vice Chairman 

Cameron Beach | Director 

Shirley Breyer Black | Director 

Malcolm Heimcke | Director 

Jerry Lei; | Director 

Bruce Oka I Director 



Nathaniel P. Ford Sr. I Executive Director/CEO 



Phil Williamson 

Jerry Robbins 

February 26, 2009 

SFMTA's Comments on SWL 337 Development Proposal Documents 



Thank you for the opportunity to comment on the documents entitled "Mission Rock Seawall Lot 
337 & Pier 48 Volume 1 Phase 2 Design + Development Document" and "Volume 2 Phase 2 
Project Team, Market Analysis, Transportation, Demand Management Plan and Operations" by 
the San Francisco Giants, et al, dated January 15, 2009. Our comments are provided below. 

Transit 

The extension of the E-Line to SWL 337 is an interesting concept that has not been planned or 
studied by SFMTA. Does the development team propose to contribute funds toward the 
construction and operation of this facility? 

Historic streetcars have needs that the development team should consider and integrate into 
the concept: 

• All new boarding stops must me accessible to wheelchair users. Disabled riders would 
need to board from a high platform. Mini-high-platform stops similar to the one on 
Jefferson Street at Taylor Street would be required for all new stops. Able-bodied riders 
would need either a boarding island or be able to board from the sidewalk, not the 
roadway, as shown on the renderings. 

• Streetcars require overhead power lines and supporting poles and wires. These don't 
seem to be shown in the renderings. 

• Transit terminals require a place to store cars out of the way of traffic, as well as operator 
restrooms. The layover spot should be separate from passenger pick-up and drop-off 
spots. 

• Streetcars require a lot of room to make right turns. The narrow streets proposed for the 
site will need to accommodate these streetcar turns. 

• The existing T-line boarding stop on 4*^ Street south of King Street is not designed for 
historic streetcar boarding. If the E-Llne is routed onto 4"^ Street, new E-line stops may 
be required to serve the Caltrain Depot on King Street between 3"^^^ and 4*^ Streets. 



San Francisco Municipal Tfansporiation Aqency 

San Ff afKisco Munidpfil Railway j Depyrlrtioni of Paiking & ll afi 



10 ■ wvwj.sfiTita corn 



Phil Williamson 
February 26, 2009 
Page 2 of 3 



The Muni Metro performance indicators shown on page 35 of Volume 2 indicate that the N- 
Judah has a 21 percent capacity utilization between the Civic Center Station and Caltrain 
during the AM Peak and a 30 percent rate during the PM peak. These numbers seem very 
low. 

Parking 

It would be helpful to indicate where the entrances to the off-street parking facilities are 
proposed to be located. Entry and exit points need to be sized and located to accommodate 
crush pre- and post-special event demands. Queuing outside garage entrances could cause 
traffic problems. Multiple exit lanes from the garages may be needed to accommodate post- 
event demands. The blocks shown to have off-street parking on page 61 of Volume 1 do not 
match those shown page 18 of Volume 2. It will be challenging to direct event traffic to the 
garages that have available parking space. Electronic signs indicating which parking facilities 
are full and which have space available may be helpful in this regard. How much on-street 
parking is envisioned on the site? 

Roadway Svstem 

Drawings showing cross sections of internal roadways would be helpful. The Auto Access map 
on page 18 of Volume 2 indicates that Channel Street is a Primary Street, while the transit 
maps on page 20 indicate that there would be a Muni stop on this street. Assuming the Muni 
stop requires boarding islands, would through traffic be able to bypass stopped streetcars? 

Terry Francois Boulevard on the east side of the site would have E-Line rail tracks, truck traffic, 
parking garage access and pedestrian and bicycle access. Will there be conflicts between 
these modes, such as bicycles crossing rail tracks or loading trucks conflicting with transit or 
bicycles? Will the existing bicycle lanes on Terry Francois Boulevard on the north and east 
sides of the site be retained? Will bicycles be permitted on the "pedestrian mews/pathways" 
shown on the map on page 18 of Volume 2? Will there be conflicts between bicycles and 
pedestrians? Will the proposed Blue Greenway on this street be incorporated into the plan? 
What are the needs of Pier 50 and existing land uses on the east side of Terry Francois that are 
not part of this plan? Would the east half of the Lefty O'Doul Bridge continue to be closed to 
traffic on event days? Would existing event day tour bus parking (currently on Terry Francois 
Boulevard) be provided somewhere else? Mission Rock Street east of Third Street and Terry 
Francois Street north of Mission Rock Street are very wide streets that do not have curbs. 
Perhaps the width of these streets could be reduced. 

Shared Use Parking/Transportation Demand Management 

Page 28 suggests that regular parkers would not be permitted to park on-site during weekday 
baseball games. Page 32, item 3, says monthly parkers would pay more on event days. This 
issue will be a major challenge for the site. Do similar arrangements exist near ballparks in 
other cities? Other than increased prices, how are non-event parkers prevented from parking 



Phil Williamson 
February 26, 2009 
Page 3 of 3 

on the site? Have reduced parking rates for vehicles with four or more occupants and/or higher 
rates for vehicles with two or fewer occupants been considered? 

Traffic 

The table on page 36 is not very clear. It seems to evaluate midblock volumes and capacities 
rather than intersection volumes and capacities. Intersections are usually the choke points for 
traffic on city streets. The table should indicate which direction of traffic on each street is 
referred to. 



JR/SWL337-2-26-09/Port/SWL337 



I 



David Pascal <david.pascal@sfgov.org> 

Sent by: dpascal.sfgov@gmail.com To Phil Williamson <Phil.Williamson@sfport.com> 

03/19/2009 10:05 PM cc 

Sub Response to Sustainability Section 
ject 



Hi Phil: 

With respect to the degree to which the project meets the sustainabiHty criteria, my 
comments are as follows. See you at 9am. 

1 . The proposal appears to comply fully with the letter of the sustainability 

requirements. Many of the elements that make a project sustainable are included 
in the preliminary design concepts: open space, transit, green rooftops, swales, 
district energy systems, solar, integrated uses, etc. 

2 Given that the project is still in its early conceptual stages, the designs remains 
loosely constrained. The challenge will be to keep the green elements in the 
project as the designs are tightened up and held to a stricter standard of economic 
feasibility. That's the point where compromises are made - a few less solar panels, 
a light colored roof in stead of a living green roof, a little less fly ash in the 
concrete, etc. 



David Pascal 

Lead Clean Technology & Green Business Advocate 

City and County of San Francisco 

Mayor's Office of Economic and Workforce Development: (415) 554-6031 

Department of the Environment: (415) 355-3783 

Cell: (415) 254-8937 

Email: david.pascalu/'Sfgov.oi'g 



Exhibit G 

IVIinutes from Developer's Informational Presentation at the 

February 10, 2009 Port Commission Meeting 

Including Public Comment 

Informational Presentation by Port Staff and the Potential Developer for the 16 Acre 
Mixed Use Development Opportunity at Seawall Lot 337 (includes AB 8719. Lot 002: 
AB 9900, Lot 62; AB 9900. Lot 048: and AB 9900. Lot 048H : all bounded generally by 
China Basin, the San Francisco Bay. Mission Rock Street and Third Street) 

Phil Williamson, Port Project Manager, indicated that this is an informational 
presentation on Seawall Lot 337 mixed-use development opportunity. The potential 
development team will present an overview of their development concept. 

On October 23, 2007, the Commission authorized staff to issue a request for 
qualifications for the development of Seawall Lot 337 based on objectives and criteria 
developed through a community planning process. Four teams submitted timely, 
complete, and responsive development concepts. 

The Commission also authorized the Port's Executive Director to convene a Seawall Lot 
337 advisory panel representing planning, environmental, economic, urban design and 
architecture, neighborhood and citywide interests and expertise to review respondent 
development concepts. 

On April 22, 2008, the Port Commission approved the advisory panel's recommendation 
to invite two of the development teams to respond to a request for proposals. The 
Commission also authorized issuance of that RFP with revised objectives and criteria. 

On August 19, 2008, the two development teams invited to respond to the RFP 
informed the Port of their intention to combine into a single development entity. The 
combined developer team requested, and was granted, four extensions of the submittal 
deadline to the RFP. On January 15, 2009, the Port received an RFP submittal from the 
combined team comprised of the following partners: San Francisco Giants, Wilson 
Meany Sullivan, Kenwood Investments, the Cordish Company, Stockbridge Capital, and 
Farallon Capital Management, LLC. 

Today, the team will present its development concept for Seawall Lot 337 which has 
been posted on our website as well. In order to provide additional opportunity for public 
comment beyond today, the development team will also present its proposal at a public 
workshop to be held March 18 at 5 p.m. at the Prologis Exhibit Hall in the Mission Bay 
neighborhood. 

The development proposal will also be reviewed and discussed by the Central 
Waterfront Advisory Group (CWAG) at their March 2009 meeting. The Port is also 
seeking public comment on our website on a continuing basis. 
The development proposal will undergo review by the Seawall Lot 337 Advisory Panel, 
many members of which are here today to witness and view the presentation, with 
assistance from Port staff, city support staff, and independent consultants. The results 



of the Advisory Panel evaluation, and a summary of the public comment received, will 
be presented to the Port Commission at a forthcoming meeting for consideration prior to 
making a decision on the developer selection. 

Darius Anderson, Kenwood Investments, indicated that when they started this process, 
they were the outsiders and had a long shot. Through the first step, they learned a 
tremendous amount, and realized through that process that in the collaboration with the 
Giants, Cordish and Farallon that there would be tremendous synergies and benefits to 
the Port. 

They started several meetings that occurred between them and the Giants. They took 
the best of both plans, as well as the best that the management teams had to offer, and 
they will be showing the vision of the combined team. 

The six entities represent the best and the brightest in San Francisco and across the 
country. Many of the things that were said, they heard. They've tried to go ahead and 
put together a proposal that addressed not only the Port's concerns, but when they 
attended the Advisory Board and hearings, they learned a tremendous amount of what 
the community wanted, and tried to address them. 

There were originally three members from his team - Kenwood, Wilson Meany and 
Boston Properties. Boston Properties decided to pull out. They then brought in 
StockBridge, which is their capital partner with Wilson Meany. Tom Sullivan, the partner 
from Wilson Meany, will be presenting part of their plan. 

Tom Sullivan indicated that they are here today to look forward, forward to a time when 
the economy is back on its feet, and forward to what will be a time of opportunity for the 
Port and for Seawall 337. They have the opportunity to design a ballpark district, a new 
neighborhood that takes advantage of its unique features, the baseball park and the 
activity it generates in the beautiful waterfront setting. 

The site represents future opportunity for jobs and housing for the citizens of San 
Francisco, and it represents opportunity for future economic returns to the city and to 
the Port. They believe that the way to take advantage of these future opportunities is to 
begin taking the steps toward them now so that you're ready before they arrive. 

The potential of Seawall 337 does need to be viewed through the lens of the reality on 
the ground today. It's an unimproved site with poor geotechnical conditions, no 
infrastructure, no distribution of utilities. Pier 48, while it's in better shape than some 
other piers, does suffer from deterioration. The physical condition of this site, and the 
cost, time, and uncertainty involved in the environmental review process means that a 
significant amount of high-risk capital must be attracted to make development a reality. 

They've submitted a proposal that they will present to you today as a roadmap toward 
that reality. It's a starting point, and they recognize that at this stage there are still many 
more questions than answers. For example, it hasn't yet been established what level of 
density is appropriate. Although they've done a great deal of work to this point, there's 
still much more that must be done to resolve uncertainties and unknowns on many 



fronts, including things such as infrastructure costs, geotechnical conditions, soil 
contamination, perimeter retention measures, and the scope and detail of the public 
open space program. 

The best answers to these questions come only through the commitment of the 
magnitude of time, energy, creativity, and capital that's necessary for any project of this 
scope and complexity, and through the active constructive participation of the Port and 
the community. 

What they believe is essential at this point at the outset of the process is that both their 
development and the Port recognize that the way to make this process and ultimately 
the end result, namely the entitlement and development of the site, successful is to 
understand that the effort must be undertaken truly as a partnership, a joint venture of 
their group and the Port, in mindset, economic structure, and in practice. 

From the private side, they bring a very talented team, a willingness to commit their time 
to this effort rather than some other opportunity in some other place, and the risk capital 
that will fund the entitlement process. On the public side, they will need the Port to bring 
its public financing toolkit, the commitment to work with them as they seek the best way 
to balance competing objectives on the site, and the understanding that the only 
exercise that will be ultimately productive is one that explicitly acknowledges that the 
business proposition has to make economic sense. 

Finally, it's essential that the deal be structured with an alignment of interests. This 
means that they will work together to get the project defined and ready. They will make 
it flexible enough to adapt to future market conditions that are at this point unknowable. 
They will wait out the market. They will be ready to be highly responsive when the 
market is there. It also means that our economic fortunes should be linked. They are 
patient as the market may require, probably will. When the opportunity is there, we will 
profit together. 

They think this site has fantastic potential. It is a remarkable piece of property. The Port 
has a great opportunity in front of it, and they certainly hope that the Port share their 
enthusiasm for it. They can't affect how and when the economy will recover, or when the 
market will need the space that they envision for this site. What they can affect is 
whether the site is ready to participate and reap the rewards when that time does come, 
as it will. They look forward to working with the Port staff and the Commission to make it 
a reality. 

Karen Alschuler, SMWM/Perkins & Will Beyer Blinder Belle, indicated that 
Tom outlined the opportunities and the challenges ahead. They stand ready to meet 
them and have begun with a set of principles and first concepts for the site which Mary 
Margaret and she will highlight, focusing on the foundations of their plan, the principles 
that guide them, and the evolution of the plan since they last talked and learned a lot 
from everybody in 2008. 

Their plan is rooted in the history of the site. They're inspired by the life and activity that 
was there at one time on this site, and in particular by the transformation that the site 



went through most dramatically, turning from Bay to land, and to an economic generator 
for the city, an economic engine of commerce and exchange. They were inspired by the 
pattern of development that was on the site, in particular the power of the trains coming 
in and that north-south organization of the site linl<ing the City to the Bay, to the region, 
and to the world, as they would like to do in a sense of this century. 
They therefore respect the landmarks that embrace this site, Pier 48, the Lefty O'Doul 
Bridge and the ballpark itself. They will lay a pattern on the site, which means that 
everyone enjoying the streets and blocks and walking through will have framed views 
and be encouraged to relate to the landmarks beyond, whether on Channel Street 
looking across the Bay or looking north to the Bay Bridge, McCovey Cove, and other 
landmarks in the city. 

As a result, they present a plan which is rooted in the principles they've agreed to, which 
were discussed in the open meetings with the community and the special panel, a set of 
principles which focus on open access, on invitation, mix and diversity of uses, as well 
as users who are invited to the site, a lively day-and-night urban life. The principle of 
engaging the edge is taken very seriously, bringing people to enjoy and understand the 
importance of the edge throughout the site. They also reach deep into the heart of the 
site with open space that becomes not just a destination but the glue that ties the 
various uses together. 

They've gone the extra mile and envisioned one last piece of transit that might actually 
come onto the site, with the possibility, a proposal to bring the E-line through the historic 
trolley, which could extend through, make a turnaround at Pier 48 as its destination, and 
therefore link it to the regional system very powerfully. They assured the Port 
Commission that through their plan and program Pier 48 will be an integral part of this 
project and very important to its completion and its life. 

The result is a vision, the beginnings of their thinking about this plan of walkable blocks, 
of consistent north-south orientation as there was historically on this site for buildings 
and blocks, that reinforces the historical form on the site that provides sunny streets and 
light-filled public spaces and gardens on the site, and that has a fine-grained urban 
character. 

Looking at the drawing, you can see the primarily residential area to the north with low- 
and mid-rise buildings over retail on each of the blocks, and then, a few finely-scaled 
higher buildings that forms a crescent and step down toward the water. Further back 
into this drawing, you can see the beginnings of the very important office program that 
takes up the southern part of the site and gives a great new edge to 3rd Street, a sense 
of a great street character for 3rd Street in that location. It's a plan for San Francisco of 
its time and this place. 

Mary Margaret Jones, Hargreaves, indicated that the open space on the site is not just 
an amenity for this new neighborhood but it is also a part of a network of open spaces. 
Therefore, it must connect to the open spaces built to the north on the waterfront, to 
those built to the south, and those built and yet to be built within Mission Bay. It 
becomes part of this necklace of green spaces around the Bay edge, not the least of 
which is the Blue Greenway and Bay Trail. 



The components of the open space within their vision for this project include soft green 
spaces that are both waterfront and inland, as Karen described. The promenade, which 
is a key piece that loops around this site, plazas that activate the edges of these green 
spaces and activate the streets to make pedestrian-friendly streets, and even 
roofscapes and smaller-scaled spaces within the project itself. 

The focus of the open spaces, of course, is the 100 percent corner, this waterfront park 
at the very point at which you focus out to the Bay Bridge and to the landmarks beyond. 
This is scaled appropriately to work on a day-to-day basis, but also to work for events 
and to be very flexible in its use with its plazas on the edges. 

As you walk along the promenade, it's important to think about that experience of being 
able to actually get to the water's edge, which is a rare experience in San Francisco 
Bay. The promenade will sometimes swing out over the water, and you'll be aware that 
you're over water. It will sometimes swing back allowing the terraces that you see in this 
image to get down to kayaking, to get down and touch the water. The promenade will 
interact with the wetlands that are actually cleaning the storm water from our site before 
it enters the Bay. 

If you pivot to the right and look toward Pier 48, you see what is currently Terry Francois 
Boulevard, but they propose it to be, instead a plaza, a place for people, a very active 
place for bicyclists, pedestrians, kids of all ages, a plaza and gardens that activate the 
retail edge. In the distance, you see a reinvigorated Pier 48. As you grow closer to Pier 
48, you see this idea of a multiuse plaza as something that could help invigorate the 
uses of Pier 48 and help invigorate the edges of the park, a very important aspect of the 
way parks work. Its multi-use, and a plaza like this could make that happen. It must 
work, as Karen said, day and night. This must be a place of life throughout the cycles. 

It's also important that that open-space system reach inland. They see the central parks 
as having the potential to be much more neighborhood-oriented, a place for the people 
who will be living in this new neighborhood. They see this one as multi-use so that it's 
surrounded by multi-use buildings on all sides, but also is multi-use within it so that 
there is retail that is more neighborhood-focused, a place to have coffee on Saturday 
morning if you live in this neighborhood. You see as their inspiration, the Shake Shack 
in Madison Square Park in New York, the idea of a more intimate neighborhood- 
oriented place. 

The open spaces have another job to do as well. They must contribute to the 
sustainability of a site. You see their sort of kit of parts of all the ways they want to use 
the water on this site sustainably. You can imagine plazas that are both rain gardens as 
well as porous pavement. They're lively, but they're also doing their job. That would 
spread to roofscapes, green roofs as well as to the design of the buildings themselves. 
They envision this as being a very sustainable neighborhood park and place. 

Karen Alschuler indicated that the commitment to sustainability is not only in the site 
and the buildings, but in the operations of the long-term experience and enjoyment of 
the site. This plan invites many different forms of transportation and is backed up by a 



commitment to encourage people to shed their cars and take one of the items on the 
irresistible menu of alternative access choices that they have on the site. 

If you're walking there to the site or within, you can enjoy the small-scaled local streets. 
If you're coming on your bike as a commuter or as a visitor to the site, you're 
accommodated and encouraged to use the site. If you arrive by the T- line on the light 
rail, you are greeted by a gracious new edge on 3rd Street and are invited into the site 
in several locations. 

You may be riding the E-line historic trolley arriving at the site or even coming from the 
water. In any case, they think their plan will allow people to use the regional 
transportation system and reduce the number of people who are dependent on cars. 
Because within five minutes of almost every part of the site, people can get to just about 
every part of our regional transportation system. 

Over the last several months, they focused in on Pier 48 and have begun to have some 
ideas about how to feature the historic resources while looking for opportunities such as 
reinventing the idea of the valley and opening up a view to the Bay at the end, such as 
understanding the ways in which they can open and close the edges of the site, 
connecting life and activity inside to what's happening where the ferries arrive across 
from the ballpark, and just making the experience of the edge something which is really 
dramatically important and available and part of the public trust commitment on the site. 

They've also reconsidered and reinvented the retail strategy with a mix of uses that can 
integrate homegrown businesses and really encourage them to expand on the site, 
whether it's in many different kinds of tenant spaces that are available through all 
seasons of the year. Whether it's inspired by the earth, by the sea, or by the hearth, 
they invite those kinds of activities and uses as part of the mix of retail on the site. This 
way, it would be a place with no backdoors, but only front door on great streets and 
public places. This will be a 100 percent corner that realizes the Port's principles and 
objectives, one of dramatic beauty, history, invention, and open arms to all the users on 
this site. 

Jack Bair, San Francisco Giants, indicated that this is a compelling, dramatic location 
along the waterfront. Today they have shared their vision for its future, attempting to 
strike the right balance between the competing interests for this site and achieving the 
following fundamental objectives set forth in the RFP: a smart mix of uses keeping the 
district alive and relevant throughout the day and into the evening, a place that actively 
promotes and features public trust consistent uses, a meaningful and diverse program 
of open spaces, a transit-oriented district designed also to meet the practical needs both 
of the site itself and surrounding uses such as the ballpark, an innovative, sustainable 
project, and a project that generates significant economic benefits to the Port so that the 
Port can effectively address its critical needs elsewhere along the waterfront. 

With current economic conditions, we will have to face down and overcome significant 
challenges together. The Port, through its sponsorship of state legislation and its 
considerable public education efforts, has built a strong foundation for this effort. They 
look forward to working with the Port, the Advisory Panel, the Central Waterfront 
Advisory Group, the CACs of Rincon Point and Mission Bay, and the neighbors such as 



UCSF to achieve their collective goals. Together we can meet the challenge. They have 
a long history of working well together. Their development team has an established 
track record of working effectively on projects all along waterfronts, landmarks that have 
achieved international recognition: Crissy Field, the Ferry Building, and AT&T Park. 

The Giants and their partners in this project are dedicated, experienced, and local. They 
care about doing things right and following through with their commitments. They have 
the right combination of talents to produce another great legacy for our hometown. They 
look forward to working together with the Port to get this project undenA/ay and to get the 
job done. 

Public Comment 

Gabriel Metcalf, executive director of SPUR, urged the Port to move forward with 
negotiations with this team. From a planning perspective, this is the right set of uses for 
the site. It's a very ambitious project. Frankly, it's very surprising that they are able to 
even be moving forward with it as capitalism melts down all around us. We should be so 
lucky to get this project to happen. 

Joe D'Alessandro, president and CEO of the San Francisco Convention and Visitor 
Bureau, indicated that he is in favor of this project and encouraged the Port Commission 
to move forward with this project. Travel and tourism is San Francisco's most important 
industry, even in these tough economic times. His agency is responsible not only for 
marketing San Francisco, but for making sure that the long-term development of San 
Francisco continues to ijiake it a competitive city for tourism. They've identified a 
number of projects that will help do that, including the expansion of the Moscone 
Center, including the cruise ship terminal. He feels that this piece really fits into the 
project and the long-term needs of San Francisco. One of the things they've identified 
as one of the greatest needs is public assembly space and special event space which 
this city does not have a lot of. This project combines a wonderful new neighborhood in 
San Francisco, great access to the waterfront, tremendous retail experiences, but also 
the use of public assembly spaces that is going to be critical for San Francisco's long- 
term future. He believes that this project is a tremendous one for the long term, a 
tremendous one for San Francisco, and he encouraged the Port to go forward on it. He 
believes it will benefit the community and the economy of San Francisco in the long 
term. 

Corinne Woods, a neighbor of Seawall Lot 337 among other things and worked with the 
Giants for many years, indicated that a lot of the pictures up here emphasized the 
bayfront park, the park, the big gateway to the Blue Greenway. If you look at the fine 
details of this proposal, that's not planned until phase three. When you talk about having 
public assembly space and visitor-attracting uses, we need to make sure that the public 
open space is done early in the process to make this a little different than just another 
development. It is a very critical piece. They look forward to negotiating further with the 
Giants, among other things on the name of the park. They almost lost China Basin 
Channel. They've lost China Basin Cove. They've lost China Basin Street. She doesn't 
want to lose the name China Basin Park. 



Paul Nixon, one of the directors of the Bay Access, which is the human-powered boat 
group which is sponsored and advocating for the Bay Water Trail, indicated that this is a 
marvelous project. The way this comes down to the water, people can actually touch the 
water, kayaks can get into the water, and it fits in very nice with what they have been 
building around the southern waterfront for a long time. This was the site in 1873 of the 
South End Swimming and Rowing Club. They started right where the ballpark is, The 
Dolphin Rowing and Swimming Club also used this site for rowing in the 1950s. During 
the 2007 All-Star Game, the whole area was full of kayaks. It's appropriate that we have 
these kayaks here and that we're looking at the water. This is also a wonderful space for 
water recreation activities like boat racing and things like that where people can view on 
both sides of the water. This might be something that also be considered. Both groups 
had a swimming pool of some type in the original plans, and it doesn't seem to be there 
now. This area is one of the first areas for bay swimming in San Francisco, and it is 
actually a place where people do swim occasionally. He congratulated the developers 
for a fine plan. 

Maureen Gaffney, the Association of Bay Area Governments and the San Francisco 
Bay Trail Project, indicated that the Bay Trail is a planned 500-mile recreational 
pathway encircling the entire San Francisco Bay, and 300 miles are complete today. 
Seawall Lot 337 will form a critical piece of the Bay Trail and the Blue Greenway. They 
appreciate the developer's recognition of their importance. It is their hope that the public 
access and open spaces can be implemented in the early phases of the project so that 
residents and visitors can enjoy this spectacular and unique waterfront location as soon 
as possible. ABAG/San Francisco Bay Trail would like to work with the developer and 
the Port on this exciting opportunity to implement new trail and access. 

Michael Brown, senior field rep for Carpenters Local 22, indicated that they are in favor 
of this project. They're going to work with the developers to make sure that local union 
workers work on the project, apprentices and pre-apprentices come to the training and 
work on these projects. His only regret is that it isn't starting tomorrow, because of the 
economy. They need a private industry to step forward, because the government is 
going to take a while to get the funds that they're promising. They would appreciate it if 
the Port could move this project along. 

Ernestine Weiss indicated that she's very proud to see the development of all of this so 
far. She loves what she sees. It's the right fit, and we should go forward as soon as 
possible. As the creator of Ferry Park, she's especially interested in open space. She 
can't wait to see the trails developed and the open space to be used t)y the people who 
come here, the tourists, the residents, etc. It's the right mix. It's the right design, and 
let's go forward. She helped the Giants locate in their unique location on the waterfront. 
This is another piece of the prize that will benefit San Francisco in the long run. 

Dennis McKenzie indicated that he provided the Commission a copy of his proposal to 
build a joint venture partnership with the City and County of San Francisco, the San 
Francisco Unified School District, the Port Commission, and the developers to create a 
basketball education and career pathway arena. The intention of this is to, as the Giants 
and all the developers have done, instead of competing, they've joined forces to create 
one team effort. His proposal is to make people aware of the fact that 55,000 public high 



school students have no sports pathway. He proposes that as a joint venture, the City, 
the Port and the developers create a basketball education center with a sports 
management and facilities pathway arena. The basketball arena would be accessible 
for all high school students throughout the city, as you can imagine trying to update and 
modernize the basketball arenas or basketball gymnasiums in all the San Francisco 
high schools, it would be impossible. This one facility could provide access for all the 
high schools to meet and join forces and all the resources necessary. The idea of the 
pathway is to create a basketball arena with classrooms surrounding, and, as an 
integral part of this facility, to teach the kids all the jobs and careers that are available. 
They need to learn about what college programs there are available. Through a 
cooperative venture, he believes the students could have the facility that they much 
deserve. 

Manuel Flores, field representative of Carpenters Local Union 22, echoed Mike Brown's 
comments that it's too bad we couldn't start this project right away. It would be a shot in 
the arm for our economy and they really need this. A few of the Carpenters Local 22 
members are here. This project will give them a vision and hope for the future because 
this is what they really need. They look forward for the Port's approval of this project. 

Toby Levine, co-chair of the Central Waterfront Advisory Group, indicated that she's 
excited about this project. They have studied the previous projects very closely. She 
iterated the importance of what Corinne Woods said, which is that a way, if possible, be 
found to build in the open spaces and the public amenities earlier rather than later. As a 
new resident of Mission Bay, she finds that it's a little lonely in some cases being in the 
middle of a building in the middle of an area where there's nothing around it, and you're 
just kind of out there. There are at least two examples of that in Mission Bay. Eventually 
there will be more. It's very important that the open space and the other amenities be 
brought in early if you really want to have a successful project. 

Louise Williams, Local 22 carpenter, indicated that she really supports this project. 

Commissioner Michael Hardeman indicated that the project looks outstanding. It's 
wonderful to see the graphics that were presented and some of the verbiage passed on 
by the proposed developers. He certainly concurs with the speakers that are looking for 
work. They're certainly going to need it this year the way things are going. It's a tragedy 
that the Commission couldn't vote on this today and decide whether to move it along 
because there are many hoops to go through. The project looks very nice on its surface. 
He thanked all the presenters for an outstanding job. 

Commissioner Stephanie Shakofsky, seconded Commissioner Hardeman's remarks. 
She's very excited by what was presented today and looks forward to a full partnership 
with the Port and the developers. She looks forward to working with the developers as 
we move forward in these rather tentative economic times but continue to move forward 
with the idea that we will see better times. 

Commissioner Kimberly Brandon reiterated her fellow Commissioners' comments. She 
thanked the developers for still thinking about proceeding with this project during these 
hard economic times. She looks forward to the Advisory Committee looking over the 



project and getting more into the specifics in how the project will be developed and how 
the Port will partner with this project. She wished the developers the best of lucl<. 

Commissioner Ann Lazarus added her thanks for the combined effort. She's a big 
believer in collaboration, so it's great to see that so many of the developers were able to 
come together and give the Commission a vision of what the lot might look like. She 
hearkens back to the earlier item about capital planning and capital needs for the Port. 
The Port envisions this project as in many ways not only being a financial engine for 
that part of the city, but as another tool in our quiver for how we're going to rehabilitate 
our waterfront. The Commission looks forward to working out those details so it's a 
classic win-win for everybody. 

Commissioner Rodney Fong indicated that the word dramatic was used during the 
presentation and he thinks the photos are at least in the scale of this thing. He 
happened to show some of the photos to a very young San Francisco resident who was 
amazed by the Photoshop that was done there but it is spectacular. He was also 
impressed, in reading through the material, the proposed 875 residential units and the 
4,700 jobs that will be created. That equates to a 9 percent increase in jobs in San 
Francisco and that's quite phenomenal. Joe D'Allesandro spoke about Pier 48 and the 
need for more event space. When Oracle came into town, they needed to block off 
space. There's really a need to have additional event space. To piggyback on Corinne's 
comment about the historic value of China Basin, China Basin did hold a lot of the 
Chinese clipper ships, giant clipper ships that brought a lot of Chinese labor into 
America to work on the gold mine as well as the railroad. He thinks that would be well 
served if we can preserve the history of China Basin. Mr. Sullivan referred to the Port's 
financial toolkit. He's not sure if our toolkit is a small bag or a tool locker, but he looks 
forward to discussing this issue further. Commissioner Fong indicated that he is a little 
bit concern about the two means of egress onto the site, the Lefty O'Doul Bridge and 
the 4th Street Bridge and would like to talk further about bringing more people from the 
northern part of the city towards the project site. He thinks the project is spectacular. 
They all look forward to moving forward with this project. 



Exhibit H 

Notes from March 11, 2009 IVIeeting of the 

Central Waterfront Advisory Group 

The CWAG chair, Toby Levine, led a discussion of CWAG's comments on the following 
topics pertaining to the SWL 337 RFP Submittal. The developer team's responses are 
included. 

Pier 48 Comments 

• Is 48.5 marginal wharf in the project? 

o Per RFP, this area not included in project. 

• Will the valley be opened at the east end? 

o There are no plans to remove the connector shed but the exterior, bayside 
wall may be sheathed in glass to create a more attractive 
exhibit/entertainment venue. 

• Liked proposed flexible use of the space. 

• Keep maritime uses at Pier 48, if possible. 

• Can a boating/swimming club be considered as a possible use? 

o Developer has not looked at this idea. 

• Why don't major improvements occur until Phase 4? 

o The high apron repair costs necessitate putting off major improvements 
until the project is generating significant revenues. 

Open Space 

• Are proposed bike lanes Class 1? 

o They are being considered. 

• Bicyclists should be clearly separated from pedestrians. 

o Developer is working on design ideas to accomplish this. 

• Like inclusion of wetlands and wildlife habitat. 

• Like raised promenade over the rip-rap and blending of built form vs. natural form 
along the project's north edge. 

• Like the pedestrian link between 3''^ Street/Lefty O'Doul Bridge and Pier 48". 

• Would like to see industrial aesthetic of Lefty O'Doul Bridge carried into the 
design elements of SWL 337. 

• Liked the taller buildings as departure from uniform height of Mission Bay 

• Liked wetland features especially as haven for birds and handling stormwater. 

Water Access 

• Recommendation to confirm existing currents when planning landing docks, 
launch areas. 

• What happened to the floating swimming pool from RFQ phase? 

o This was analyzed and deemed to costly given the project's overall goals 
including revenue generation for the Port. 

• Note that any stairs subject to tidal action would likely become slippery and 
unusable. 



o Developer aware of this issue, looking at workable, safe designs for water 
access. 

• Request for water dock/platform to encourage boat racing in McCovey 
Cove/China Basin. 

• Request for swimmer dock/platform and dedicated swimming area in McCovey 
Cove/China Basin. 

• Note that winter storms can damage docks/platforms/gangways and that 
developer should consider designing facilities for seasonal removal. 

Urban Design 

• Developer should consider impact and viability of proposed SWL 337 retail in 
light of possible competition/dilution from nearby King Street and proposed 4*^ 
Street retail corridors. 

o Developer is aware of this issue and believes an active, pedestrian, more 
intimate retail street is especially needed in the Mission Bay area. 

• Like that tall buildings have been moved towards center of site. 

• How will 3'^ Street look at build out? 

• Concern that project's Third Street frontage may wall off site. 

o Developer acknowledged they are working on this issue. 

• Prefer that 3^^^ Street have distinct appearance especially in comparison to King 
Street. 

• Liked openness and reduced height of built form adjacent to north open space. 

• Request for more views of site from different angles, especially from 3"^^ Street. 

• What are project heights and density? 

• General comment that heights are OK, but need variation, street level 
articulation, varied setbacks and careful siting to avoid creating urban canyons. 

o Developer noted that heights in their proposal are conceptual and that 
they are still working on finding feasible, efficient balance between height 
and bulk. Developer acknowledged that Mission Bay's uniformity is not 
desirable at SWL 337 and that public input is helpful in determining how 
the final project will work. 

• Request for street and sidewalk dimensions. 

Uses 

Need for children/family friendly features such as tot lots, day care centers. 

Liked siting of residential away from Pier 50's light industrial uses. 

Liked screening/buffering of parking garage. 

Request to design parking aesthetically pleasing parking garages. 

Are entertainment uses still proposed? 

o Developer considers Pier 48 a likely entertainment venue. Also the large 
park would be programmed for outdoor events. The stand alone 
entertainment venue in the RFQ proposal was deemed too costly given 
the project's overall goals including generating revenues for the Port. 
Has developer considered SWL 337 as a location for the proposed Fisher 
Museum? 
o No. 
Does project include public basketball courts? Tennis courts? 



o No. 

• Has developer considered building a permanent recreation facility? 

o No. 

• Developer should consider combining water-based recreation with other 
recreation uses. 

• Developer should have many street level building entrances to enhance project's 
human scale. 

Car Storage 

• Phasing of garage needs further consideration especially as current available 
street parking is absorbed by Mission Bay construction. 

• Concerns that parking disruption from SWL 337 construction will have negative 
impact on surrounding neighborhood. 

o Developer is aware of this concern and has developed a mathematical 
formula to determine when site development displaces surface parking to 
the point where the garage is needed to minimize impacts to the 
surrounding area. 

Additional Comments 

• Liked the intimate scale and fine grain shown in the proposal and encouraged by 
the overall project direction. 

• More discussion needed on the proposed project phasing. 

• Request that significant open space development occur with aggressive linkage 
to vertical development. 

• The proposed E-line is a neat idea but not at the expense of the planned turn 
around loop at Pier 70. 

o Developer believes the Pier 70 and SWL 337 turn-arounds are not 
necessarily mutually exclusive. Developer will continue to work on the 
possibility of bringing the historic street cars from their planned terminus at 
the Cal Train depot to SWL 337. 



\ 



Exhibit I 
Notes from iViarch 18, 2009 Public Workshop 

LAND USE ISSUES 

• Need for sports and recreation space to meet school sports/recreational needs 

• Need to include rowing and water recreation - especially recognizing South End Rowing 
Club started here 

Pier 48 provides opportunities for this 

• What are the current uses at Pier 48 and 50? 

50: Port Maintenance: light industrial (also at Pier 48.5) 

48: Parking overflow, Department of Elections 

Developer sees Pier 48 as great location for events, festivals, as reflected in 

proposal 

Recognize trust requirements 

Also recognize its historic value 

Shed C at east end allows design flexibility 

• Regarding Las Ramblas - What's the draw of the retail for locals? 

Ferry Building Market is great, but I don't buy 

King Street has lots of chains (though Safeway works well) 

The retail program is not set, but intent is to attract retail services indigenous to 

San Francisco residents. It's not assumed to be an economic driver. 

• Phasing of development needs to clearly show what increment of public benefit is 
delivered along with the economic uses. 

OPEN SPACE ISSUES 

• Where is the wetlands? What is its characteristic? 

wetland concept is not set, but is conceived as edge treatment to park and also 
meet storm water management needs. What is timeline for development of the 
Mission Rock Park? 

timing is dependent on market. . . RFP proposal has a time table: Phase 3 9-10 
years out 
- there are competing public interests and balancing to ultimately determine 
time/phasing 

each development phase will include appropriate amount of open space 
Existing China Basin Park is still a current amendment 

• Would south edge of Mission Rock Park be altered? 

Park assumes coverage of rip rap, but not cantilevered structure 



ECONOMIC ISSUES 

• What are the financial benefits the Port seeks? 
$6 million lease revenue 

Tax revenues after payoff of infrastructure development costs 
(Port would not have tax increment without development) 



Port will have complete financial analysis in May 
What is your management philosophy to manage this public-private partnership? 
Treasure Island, Bay Meadows are similar complex public private projects 
Lots of attention in physical development to create character and quality 

- Wilson Meany Sullivan and Kenwood is local and management partner address 
local issues 

Kenwood - Legislative assistance 

- Cordish - Strategic overall management 

Giants - knows the neighborhood; needs patterns to integrate into project or its 

management 

transportation issues 
Is Pier 48 buildable? (Compared to Pier 15/17 Exploratorium which requires rent credits) 

Pier 48 underwent substantial fire damage repairs, seismic repairs 
As a taxpayer, Port project make $$ for the public. Concerned about financial 
productivity 



NEIGHBORHOOD CHARACTER, HISTORIC RESOURCES AND CITY FORM ISSUES 

• More connection needed to south (Bayfront Park, Agua Vista Open Space network, Terry 
Francois Boulevard) 

good point, connection to Bayfront is intended 

• Development's orientation is to the north, back to residential to the south 

• More character for Las Ramblas 

• What are the heights, densities? 

height/densities are evolving 

SUSTAINABILITY ISSUES 

Sustainability/wind towers may not be fiiendly to birds. 

Public Workshop Speaker Card Notes 

Name: Kit 

Email address (to be notified of fixture meetings): imail94133(g)vahoo.com 

Please write your question/comment for Port meeting notes: 

1 . Encourage making Terry Francois to be wider and grander. This would help 1 8-wheeler 
maneuver in to Pier. Too narrow right now. 

2. Like to see stronger connection with necklaces of park on the south side of Pier 18, Pier 
19, Bayfront Park and Aqua Vista with Seawall 337 green space. Line of trees too faint 
of a connect right now. 

Name: Bill Brase (BRAW zee) 

Email address (to be notified of fijture meetings): willi2web(a)comcast.net 



I 



Please write your question/comment for Port meeting notes: 

Doesn't take into account. . . neighbors to the South 
Height Hmits? - Looking too high 



Name: Dennis MacKenzie 

Email address (to be notified of future meetings): DennisMacKenzie(S)RoundTheDiamond.com 

Please write your question/comment for Port meeting notes: 

Proposal to include a "Basketball Education and comer Pathway Arena" and SF Public High 
School "Sports Management Pathway" 

Name: Fred Sherman 

Email address (to be notified of ftiture meetings): AnswersYes(a) gmail.com 

Please write your question/comment for Port meeting notes: 

What specific financial benefits does the Port anticipate from the development of SWL 337? 
($60 million/year income plus and increment of tax revenue were mentioned) 

Name: Ted Choi 

Email address (to be notified of future meetings): 

Please write your question/comment for Port meeting notes: 

What's the timeline for waterfront park's completion? 

Name: Noreen Weeden 

Email address (to be notified of fiiture meetings): nweeden(g)goldengateaudubon.org 

Please write your question/comment for Port meeting notes: 

Wetland area? 
Bird-friendly design? 



Name: Susan Phelan 

Email address (to be notified of fiiture meetings): 



Please write your question/comment for Port meeting notes: 

1 . Buildability of Pier 48 (i.e. compared to pier that Exploratorium banned) 

2. What are you going to do to attract non-chain stores to Ramblas? 



Name: Joe Boss 

Email address (to be notified of future meetings): Joeboss(a)Joeboss.com 

Please write your question/comment for Port meeting notes: 

Is the south edge of the channel altered? 

Name: Gail Brownell 

Email address (to be notified of future meetings): gailbrownell(a) gmail . com 

Please write your question/comment for Port meeting notes: 

Rowing - water and history 

South End Rowing was once at 3'^'^ & Berry 

Additional comment: 

Love the "touch the water" and the connection to history. 

South End Rowing Club was once located at 3"^ & Berry. Can you consider a rowing club, 
which needs a large building near the water* and low docks for launching. 

* To store long 8 person crew boats and smaller, plus equipment cleaning and changing - ideally 
a rowing machine and weight room. 

A high school rowing program would benefit schools and others. Adult program bring 
recreation, water use and support for waterfront. 



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EXHIBIT K 
Financial Capacity Summary 

PORT OF SAN FRANCISCO 
MEMORANDUM 

To: Phillip Williamson 

Jonathan Stern 

cc: Tina Olson 

From: Lawrence Brown, Financial Analyst 

Date: 1 May 2009 

Re: Updated Financial Review of the Respondent to the SWL 337 RFP 

Pursuant to your request, I have updated my financial review of the Cordish and Wilson Meany Sullivan (WMS) 
respondent teams that I prepared on March 18, 2008 in Ught of the following significant developments: i) the 
significant contraction in the US and world economies that has occurred within the past seven months, ii) the 
withdrawal of Boston Properties from the NXTVI team, and ii) the merger of the remaining members of the WMS team 
and the Cordish team into a single development team. 

The principal capital providers for the new team are Stockbridge Capital and Farallon Capital Management, each 
contributing 45% of the team's capital needs. Also contributing capital to the development team are Cordish, and 
WMS, each contributing 2.5% of the team's capital needs 

In March of 2008, when I completed the first financial review of the Seawall Lot (SWL) 337 respondents, I 
determined that the respondents all envisioned a project that would cost approximately $1 billion when fuUy 
completed. A project of this size would necessitate, in my opinion, a equity contribution of at least $300M- $400M, 
with the balance of the funding coming from debt financing. Thus, I analyzed the financial ability of the respondents 
to provide approximately $300M-$400M in equity financing toward the development of this project., and their ability 
to obtain debt fmancing for the remainder. I also noted in that financial review that the entire equity and debt 
financial would probably not be needed at the start of the project, as it would take several years for the improvements 
to be completely built-out. 

Since March 2008, the proposed structure of development of the SWL has changed significandy. The newly formed 
development team, SWL 337 Associates LLC, has now submitted a development proposal for the site, whereby they 
would undertake the infrastructure development of the site, and then sell development rights to "entided" 
development parcels within the site to other developers who, in turn, would construct the actual development. In 
their proposal, SWL 337 Associates has indicated that infrastructure development and financing costs will total 
approximately $217 miUion. They expect to provide up to $39 million in capital. 

In spite of the development team's intentions, due to the uncertainty of the bond and tax increment fmancing at this 
early stage of development, it is more prudent to assume that the development team will need to provide all of the 
$216.6 million in financing needed to complete the infrastructure improvements. Further, given that it is unknown at 
this stage whether or not SWL 337 Associates will be able to sell the development rights to the parcels that they 
entide; it is more prudent to assume that SWL 337 Associates will have to complete the entire development of SWL 
337 for purposes of determining the development team's financial capacity. Therefore, I analyzed the financial ability 
of SWL 337 Associates, LLC to provide approximately $300M-$400M in equity financing toward the development of 
this project, and thek ability to obtain debt financing for the remainder. 



\\portsf.net\dfs\mydocs\LBROWN\Misc Financial Review Requests\SWL 337 Respondent Review #2. doc 



Financial Capacity 

The current economic downturn has had a significant negative impact on the development team's financial capacity, 
as determined by the combined shareholder's equity of the members of SWL 337 Associates, LLC. Nevertheless, the 
development entity still has considerable resources; and, in my opinion, should have no difficulty in providing the 
necessary capital needed for the project, and in obtaining debt financing for the remainder. In the worst case, should 
no debt financing be available, the team has sufficient resources to fully finance the development. 

Total combined shareholder's equity of the development team as of 12/31/08 was in the mid ten figures. Securities 
consisting of common stock, government and corporate bonds, and cash and cash equivalents were in the low-mid 
ten figures. The investment portfolio was will diversified in terms of type of securities, industry, and geography. Of 
particular note was the fact that holdings of US Treasury securities were in the mid nine to low ten figures. 

In addition to the above, one of the team's members, will be using a relatively new investment fund to provide 
funding for its portion of the project's equity financing. This fund, whose investors are all very large pension funds, 
has total commitments in the low ten figures. The fiind also has at its disposal a credit line in the mid nine figures to 
finance its operations until the investors fund their commitments. This credit facility is secured by the investor's 
commitments. In spite of the economic downturn, none of the pension funds has withdrawn their funding 
commitment. Given the nature of the investors, and the fact that these investments represent a relatively small 
percentage of their total pension assets, I am confident that the funding commitments wiU be met. 

Overall, the members who make up SWL 337 Associates, LLC have more than enough financial resources and 
funding commitments from investors to finance the SWL 337 development. 



Pacifica\users\)brown\ 

Five yr Projections\SWL 337 Respondent Review #2 



V-11 -2009 00:05 PORT OF SON FRftNCISCO 415 274 0412 P. 01/01 




05-n-09A11:14 RCVD 



GOVERNMENT 
""PORT-— DOCUMENTS DEPT 

SAN FRANCISCO 

MAY 1 1 2009 
SAN FRANCISCO 

NOTICE OF CANCELLED public library 
EXECUTIVE SESSION FOR THE 
SAN FRANCISCO PORT COMMISSION 
MEETING OF MAY 12, 2009 






THE EXECUTIVE SESSION OF THE 
PORT COMMISSION MEETING SCHEDULED FOR 
2 P.M. ON MAY 12, 2009 HAS BEEN CANCELLED 



THE OPEN SESSION OF THE 
PORT COMMISSION MEETING WILL COMMENCE AT 

3:15 P.M. ON MAY 12. 2009 
AS ORIGINALLY SCHEDULED 



The meeting will be held In the 

Port Commission Hearing Room 

Second Floor, Ferry Building 



C04142009 -1- 

TOTAL P. 01 



SAN FRANCISCO 
PORT COMMISSION 



MAY 12, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

MAY 2 6 2009 

SAN FRANCISCO 
PUBLIC LIBRARY 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
MAY 12, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 3:17 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shal<ofsky, 
Kimberly Brandon, Michael Hardeman and Ann Lazarus. 

2. APPROVAL OF MINUTES - April 28, 2009 

ACTION: Commissioner Brandon moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
April 28, 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION - CANCELLED 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Propertv : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port : Byron Rhett, Deputy Director, Planning & 
Development 
* Negotiating Parties : 

(1) SWL 337 Associates, LLC consisting of San Francisco Giants, 
Wilson Meany Sullivan, Kenwood Investments, The Cordish 
Company, Stockbridge Capital, Farallon Capital Management, LLC 

Under Negotiations: Price ^Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 



M051 22009 



■1- 



China Basin Parl<, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report: Executive Director Monique Moyer reported the 
following: 



• 



Report on Sister Port Conference in Melbourne. Australia - Mav 5-6. 2009 
Peter Dailey, Deputy Director of Maritime, indicated that he was honored, 
along with Commissioner Hardeman, to represent the Port at the 14*^ 
Sister Port Conference in Melbourne, Australia. This is the conference that 
the Port of San Francisco hosted two years ago. Its origins go back to 
early 1991 when then-Mayor Feinstein along with the Mayors of Osaka 
and Shanghai put together this conference which was to be held every 
other year and other ports have joined throughout the years. The Port of 
Melbourne is the largest port in Australia. Its executive director, Stephen 
Bradford, and his staff were gracious hosts. They had two days of 
conferences and presentations by various participants. Melbourne was 
also celebrating their 40**^ anniversary sister port relationship with Osaka 
as well as the opening of their Swanson Dock Cargo Container Complex, 
the largest in all of Australia. Melbourne made an extensive presentation 
to the attendees and the Australian local community on their 
developments in Melbourne including the progress of their $800 million 
harbor maintenance dredging program, which $88 million was for 
environmental documentation. The Port of Osaka discussed their 
continuing expansion in light of the Japanese economic slowdown. The 
Port of Shanghai, one of the world's largest ports, talked about their 
continued progress towards developing the older dock areas near their 
city, the construction of a new cruise terminal and the continued 
expansion of their container facilities. In 2008, Shanghai moved 28 million 
ocean containers. In comparison, last year, the Port of Oakland moved 
about 4. Mr. Dailey complained that Commissioner Hardeman made him 
walked about 100 miles. They toured virtually every ferry, water taxi, 
cruise terminal, cargo terminal in Australia. They travelled on every ferry. 



M051 22009 



M05 122009 



water taxi in Sydney Harbor and discussed the accessibility issues of tiie 
water taxi and cruise terminal and ferry operations with local staffs of 
various ports. It was a great trip. He thanked the Port for allowing him to 
go and asked Commissioner Hardeman to share his experience. 

Commissioner Hardeman indicated that it was a fantastic trip. They spent 
a lot of time looking around. They were able to stop at Sydney first. It's an 
amazing city; it's rated the number one city in the world. It has a vision of 
what he'd like to do at the Port but he knows that a lot of people are 
against it. They bring a lot of buildings to the water's edge. It works there. 
You can take ferryboats, taxis to the water's edge. People were 
everywhere enjoying the harbor. Darling Harbor, in particular, was 
spectacular. They also have a big maritime museum there. They even 
have the Opera House on the waterfront. They have a 12-story 
underground garage in the harbor. They have done things that are 
creative. Melbourne is more like San Francisco. If you mix Sydney and 
Melbourne together, you get the bay area. They are doing lots of 
development at the water's edge in Melbourne as well. There are 
apartment houses lined up or scheduled to be built along the Yarra River. 
Just about ready to open is a huge convention center with a beautiful 
glass wall shooting up right on the water's edge. It's an expansion of their 
existing convention facility. As the convention ended, the evening before 
they left, they took them to an Australian Rules football game. It was the 
most exciting game. If he were kid, he would fall in love with that game. 
The Osaka and Shanghai delegates were delighted that we made it 
because a couple of the other ports that should have been there didn't 
make it because of financial hardship that's hitting the world. They were 
delighted; we shared information. They gave good presentation. Peter 
Dailey made an excellent presentation as did Osaka and Shanghai. 
Melbourne had the most extensive presentation. Two years from now, the 
sister port conference will be held in Osaka. Melbourne really knows how 
to treat people; they were excellent. We hoped that when they were here 
two years ago, we did as good a job but Melbourne treated them royally. 
He was glad he was able to represent the Port. He was happy that 
Monique Moyer and the Mayor concurred that it would be a good thing to 
send a Commissioner to the conference and he was delighted to go. As 
they were taking a boat tour to Williamstown and walking along, they ran 
into BAE shipyard. They're everywhere. He was able to talk to the folks 
down there. 

Ms. Moyer thanked Commissioner Hardeman for representing the Port. 
Peter's report was that Commissioner Hardeman was a fantastic Port 
ambassador and he doubted there was a bloke anywhere who hadn't 
heard of the Port of San Francisco. She suggested that he work on his 
Japanese so he will be ready for Osaka as well. When Osaka was here 
last, they were talking about how to rehabilitate, reenergize their 
waterfront but their methodology was a little different. They just tear out, 
reclaim and rebuild. 

-3- 



• 



• 



M05 122009 



75^^ Anniversary of West Coast Longshoremen's Strike - May 9. 2009 was 
a big day for many reasons. 75 years ago was the beginning of the West 
Coast Longshoremen strike. While it was yery near and dear to all of us at 
the Port, she thinks it deserved a little more recognition. She does not 
want to see this date passed quietly. It is known as the "big strike." It 
lasted for two months long. It started as a waterfront strike and turned into 
a general strike, back in 1934, during an economic depression. There was 
a lot at stake. The first strike activity got started in the San Pedro bay area 
and moved up to San Francisco and went to Portland and Seattle and 
really consumed the entire West Coast. Unfortunately, lives here were lost 
in San Francisco. Here we are now in an economic recession and we are 
light years away in that all of the maritime industry including the owners, 
workers and the ports are trying their best to come to amicable solutions in 
recognition of the economic pressures that affect all of us. That could only 
be made possible by the lives that were lost in 1934. On behalf of all of the 
Port, she wants to mark that day as a special day and encouraged 
everyone to do the same. 

16^^ Annual KFOG Kaboom - May 9. 2009 at Pier 30/32 -marked the 16*^ 
annual KFOG Kaboom at Pier 30/32. There were approximately 3,000 
visitors, a slightly smaller crowd than the previous year. It was very well 
done. She received a personal feedback that the Dept. of Environment 
had volunteers stationed at various trash receptacles helping people figure 
out how to appropriately dispose of their garbage. As usual, it was a big 
success for families and individuals. She thanked Port staff who again 
worked tirelessly to make this happen including: Real Estate, Engineering 
and Maintenance. 

Sunday Streets - May 10. 2009 from 10 a.m. to 2 p.m. AT&T Park to India 
Basin and Bayview Community on Third Street - There was a very good 
turnout in and around AT&T Park. No doubt the slide at the ballpark was a 
big attraction. As we expected, there were a lot of families and people 
visiting the waterfront. The next two events will be in the Mission. We look 
forward to having them back as they bring people to the waterfront in a big 
way. 

San Francisco Tomorrow's (SFT) Annual Awards Event - May 16. 2009 at 
12 noon in Castaqnola's Restaurant in Fisherman's Wharf . SFT will be 
honoring the late Redmond Kernan who passed away about a month ago. 
He has sat on numerous community advisory committees for the Port and 
most recently sat on the Port's Blue Ribbon panel for the cruise ship 
terminal. He was a good friend and he will be missed. They are also 
honoring Commissioner Debra Walker for her work in reforming the City's 
Building Inspection Department. 

Port Budget Hearings at the Board of Supervisors - May 20 and 27. 2009 
Port staff will have the privilege of visiting with the Board of Supervisors to 
review and approve our budget. She encouraged everyone who are Port 

-4- 



M05 122009 



advocates to come out in force and join us. This is a tough budget year. 
We are doing our best to promote economic development and job 
employment and maintain the welfare of the Port where most of our 
tenants, small businesses, contribute a lot to the economy in these times. 

Potrero Boosters Neighborhood Association Dinner - Mav 26. 2009 

Community Workshop on the Northeast Embarcadero Study - May 27. 
2009 at 5:30 p.m. This is a study requested by Board President David 
Chiu. He requested the City Planning Department to look at the use and 
various aspects of our surface parking lots in the northern waterfront 
ranging from Washington Street north. The workshop will be held at the 
ILWU office at 400 North Point, 2""^ Floor, in Fisherman's Wharf. 

SPUR Urban Center Exhibition Opening and Public Open House - May 
29. 2009 from 10 a.m. to 5 p.m . - SPUR will be opening their new urban 
center. It will be an exhibition opening and public open house at 654 
Mission Street. They will have a great exhibition titled, Agents of Change, 
Civil Idealism and the Making of San Francisco. She anticipates that the 
Port of San Francisco is prominently featured in the making of San 
Francisco. Byron Rhett is a board member of SPUR and we expect that 
he has that influence. 

SPUR Urban Center Community Day - Mav 30. 2009 from 10 a.m. to 5 
p.m. - This is a day that is designed to welcome families into the center 
and encourage children and youth to be part of the City's urban planning 
process. They will have tours on both May 29 and 30. We congratulate 
SPUR in this great success. 

Princess Cruises 40*^ Anniversary - June 3. 2009 - marks the 40*^ 
anniversary of Princess Cruises calling in San Francisco. The M.V. 
Princess Italia was the first passenger cruise ship to come into the San 
Francisco bay area. Princess is our largest cruise terminal. We look 
forward to celebrating that anniversary with them. We will be having an 
event at Butterfly's Restaurant where we will have an up-close view of the 
ship before she sails that evening. 

SPUR Annual Bay Cruise - June 8. 2009 - The 11*^ annual SPUR Bay 
Discovery Cruise is scheduled on June 8, 2009. Attendees will be 
boarding the San Francisco Belle at 7 p.m. sharp at Pier 3. This is a 
chance for people to view the very latest in Bay Bridge construction. The 
cruise will continue along San Francisco's eastern shore for a look at the 
latest changes along the Mission Bay waterfront. She expects that SWL 
337, Parking Lot A, will be front and center of the bay tour. 

Update on the Street Performers Program at Fisherman's Wharf - 
Katharine Arrow, Senior Property Manager, reported that the Fisherman's 



-5- 



M05 122009 



Wharf Street Performers Program has been active since November 2007. 
There are 21 participating permit holders representing individuals and 
groups. There are musicians, fire jugglers, clowns, break dancers, pirates 
and magicians with new performers joining on a regular basis. The 
program also includes performers without permits, allowing them access 
to remaining performer locations which are available to them about 40% of 
the day. With seasonal fluctuations, there are about a dozen regular 
unlicensed performers using Port locations. One newcomer, John King II, 
the popular drummer usually located at Harry Bridges Plaza has recently 
relocated next door to S.P. Tarantino Insurance Company. He is quickly 
learning the do's and don'ts of the program. Since the last update, ten of 
12 locations have been activated. Only the two locations at Pier 43 remain 
inactive until the public access issues can be resolved with Pier 39. With 
the demolition of Tate's at the corner of Little Embarcadero and Taylor 
Street, 12 park benches were added and a new street performer location 
will be activated in time for the June scheduling session. Visitors have 
been enjoying the performers that have begun to informally use the 
location. Last summer, the Port begun to issue a conditional permit for 
spray paint artists on a trial basis. This group has been participating in the 
entertainment of our Fisherman's Wharf visitors for over 20 years. The 
Port continues to work with the Arts Commission to define the differences 
between performers and artists. Safety of our visitors and property is the 
cornerstone of our program. Aerosol spray paint poses environmental 
hazards to air quality. In response, Miguel Sanchez of Spray Creations 
worked with an industrial hygienist to invent a spray paint containment 
which has received certification as safe for the artists, the visitors and the 
environment. Port environmental specialist, Rich Berman, and Tim Felton 
attended an on-site test of the equipment which utilizes particle detection 
sensors. We are considering establishing up to four new spray paint artists 
locations along the five block area of Jefferson which would likely be 
separate from the current location and free up time slots for other 
performers in the existing locations. 

At the beginning of the year. Port staff stopped actively managing the 
monthly scheduling meeting. We are now present at the beginning and at 
the end of the meeting but the four-hour time period it takes to complete 
the monthly schedule is handled by the performers. It has been a great 
success and conserving limited staff time. It has also served to empower 
the participants to take an active role in managing their program. 
Yesterday, she received a proposed list of revised draft to the program 
rules and guidelines that was a collective effort by some of the performers. 
They have many good recommendations to improve and streamline the 
program. This involvement is encouraged and appreciated. Port staff 
continues to administer and post the schedule on line and at the message 
boards at the wharf. In a May 4, 2009 ABC Channel 7 news reported on 
street performers in San Francisco. Kevin Kay, a musician with our 
program said that the program provides organization and credibility. He 



-6- 



M051 22009 



said, "I can tell people that I am a member of the Port of San Francisco 
Performer Group." 

What the program has always needed is more enforcement. While the 
police have been helpful and responsive, it is not their role to manage our 
program. Our challenge at this point is to solve the enforcement issues 
especially during peak hours. We will continue to look for solutions in 
conjunction with SFPD, Port staff and the Fisherman's Wharf Community 
Benefit District. 

Commissioner Fong congratulated Ms. Arrow for her efforts. He can't 
believe how fast time has flown and how well received the whole program 
has been. 

Ms. Moyer also thanked Ms. Arrow for all her efforts. People seem to be 
genuinely happy with the proposal as skeptical as they were a year or two 
ago. 

Update on Save The Bav's Pollution Protection Initiative - David Lewis, 
Executive Director of Save The Bay, indicated that Save The Bay has 
been around for almost 50 years working to protect and restore San 
Francisco Bay. They have almost 25,000 members and supporters in the 
region, including many members of the Port Commission and staff. 
They've worked with the Port in waterfront planning and other projects 
over the years. The Port's mission and property values all benefit from a 
healthier and cleaner bay. If more people are coming down to the bayfront 
and waterfront and to use the bay and are attracted to do that because the 
bay is an attractive place then it helps the Port fulfill both its bottom line 
and the public trust responsibilities for this special resource that gives its 
properties so much value. Save The Bay's focus on pollution prevention is 
reducing pollution that comes from all of us. Traditionally, people think that 
most pollution in the bay is coming from industries, refineries, sewage 
treatment plants. That is not true because of some great work that has 
been done over the years. Most of the pollution is coming from runoff, 
from all of our streets and roads that lands and ends up in the bay when it 
rains. A lot of people do not realize that with the exception of a few places 
in San Francisco, most that goes down the storm drain does not get 
treated or filtered before it goes into the bay. Everything that falls off our 
cars and pesticides from our lawns and a lot of trash end up going directly 
into the bay. Their goal is to try to change people's individual behavior. 
They also know that the City & County policies and State policies and 
regulations ultimately will reduce part of the pollution. San Francisco, as a 
City, is way ahead for reducing total waste in the waste stream. San 
Francisco has done more than any City in the State to reduce this kind of 
pollution. The bay area, in general, is way behind. It's a personal 
embarrassment that we are so far behind Los Angeles especially in 
reducing trash that is running off and plastic. They have a stronger policy 
in place down there as a region than we do here. That's one thing we are 

-7- 



M051 22009 



trying to change. The biggest part of trash is plastic. The number one 
plastic item that we are finding in the bay and in the ocean is plastic bags. 
Even though San Francisco has taken a step of banning plastic bags in 
the larger supermarkets, there are still a lot of bags in use here and a lot 
of them found their way into the bay. The bay area uses 3.8 million plastic 
bags a year. That means we dispose 100 plastic bags a second. It is 
estimated that about 1 million bags a year end up in the bay and out into 
the ocean. The plastic may break down into smaller pieces but it never 
biodegrades. It's there forever. It's toxic to fish and wildlife and it's visible 
so you can see it as a scourge of the bay. 

Starting on May 23, 2009, the Ferry Plaza is going to prohibit merchants 
from using plastic bags. They have to use either biodegradable or 
compostable bags or paper bags or people will be able to purchase one. 
This is the best way to change this behavior. If we can require people to 
pay for plastic or paper bags, we know from other places where this has 
been tried, they will switch to reusable bags. It's that cost that forces 
people to change their habit or help remember to put those bags in the car 
when they go shopping. In San Jose, they are currently considering 
placing a 25 cent fee on all paper and plastic shopping bags. There's a 
state legislation to do this statewide. One of the things he's asked 
Monique to take a look at is whether the Port would consider endorsing 
the State Bill to put a 25 cent fee on these kinds of bag. The first goal of 
their public education efforts are catching people's attention on this issue. 
He showed a creative way to do that which is a video clip to capture 
people's attention. More than 100,000 people have looked at this video 
online on their website in the last three weeks. There's a lot more 
information about what individuals can do to change their own behavior 
and to change public policy in the city and counties in the bay area and at 
the state level. It's one example of how they are trying to reach people 
more and more in the way that all of us are increasingly receiving and 
processing information. It's just the beginning of the work that they have to 
do. They are looking for more ways to collaborate with the Port on this 
pollution prevention. The Port is already doing a lot in the way of 
education of its own tenants and people who use the facilities. 

Commissioner Hardeman indicated that in this respect, all of us are 100% 
in concurrence with Mr. Lewis. He will do whatever he can to support him 
in this endeavor. He thanked Mr. Lewis for his efforts. 

160^^ Birthday of Marine Exchange of the San Francisco Bay Region - Ms. 
Moyer indicated that the Marine Exchange will now not only be watching 
for ships but also watching for plastic bags. The Marine Exchange has 
been helping us all out on the bay long before there were any such things 
as telecommunications. When she was reading the history of how we 
used to notice each other that ships were coming in was by runners, 
which is now known as the bay to breakers race. She introduced Lynn 



-8- 



Korwatch, the Executive Director of Marine Exchange, and two of her vice 
presidents, Gunnar Lundeberg and Fred Henning. 

Lynn Korwatch, Marine Exchange Executive Director, indicated that she 
placed on the Commission's desk the history of the exchange as well as a 
souvenir paperweight. The exchange was founded in 1849. Their job in 
1849 is not much different than it is in 2009. They keep the community 
informed for vessels' arrivals and departures. For those that need to do 
tug assist work, they need to know exactly what time the ship is due to 
arrive and what time it is due to sail so they can marshal their resources in 
a safe, efficient and economical manner. They are pleased to be 
celebrating their 160^^ year. They have a very close association with the 
Port of San Francisco. As a piece of trivia, one of the first pieces of 
information that she gained when she came ashore after sailing for a 
number of years, they were the ones who put the telegraph up on 
Telegraph Hill to transmit information down to the waterfront area, what 
ship is due, where it had come from and what type of cargo is on board. 
Their longevity is due to the support and commitment of their members. 
She thanked the Port of San Francisco for their continued support. They 
have a close relationship and several members of Port staff have been 
directors of the Marine Exchange over the years. She thanked the 
Commission for the opportunity to celebrate their 160*^ anniversary. 

Ms. Moyer added that the exchange is a 24-hour watch agency. The Port 
relies on them as our after-hours contact. As the board and the 
Commissioners know, we work very closely with the exchange in good 
times and bad, such as oil spills and other things. It's been an amazingly 
fruitful relationship. We are thrilled of the exchange's dedication for all of 
us in the bay. We couldn't do it without them. We want to take this 
opportunity to commemorate our union and our friendship. 

Commissioner Fong congratulated the Marine Exchange and presented 
them with a plaque from the Port in appreciation of 160 years of 
outstanding service. 

Fred Henning, General Manager of Baydelta, tenant at Pier 15 and MX 
Board VP, indicated that the Marine Exchange provides a valuable service 
to them in the maritime trade and the entire region. They rely on the 
Marine Exchange to keep their dispatchers and tug crews updated on 
arriving and departing ships as their schedules change often. They are the 
vital link between ships, their agents, the tugs, pilots, line crews, gangs 
and other service providers. They provide them with a high tech feed 
explaining all the commercial traffic on the bay for real time traffic 
reporting and monitoring. They compile shipping data for them on a 
monthly basis and give them very detailed reports which they use to 
develop marketing strategies and to allocate resources. They answer 
multiple phone lines for them to keep the commerce flowing. They act as a 
clearinghouse to oversee State mandated tanker escorts that they are 



M051 22009 



M051 22009 



conducted properly and well documented. In essence, they are the lifeline 
that ties all the facets of the maritime industry together. He congratulated 
them on their 160 years. 

U.S. Coast Guard Captain Paul Gugg indicated that he has the temporal 
privilege of serving as the captain of the Port, In these circles, he's a true 
newcomer. The Marine Exchange, by quick calculation, has been at the 
job 100 times as long as he has been at his desk. Today is a great 
opportunity to reflect upon what makes an agency so vital, viable, 
successful and not able just to adapt but to lead changes the way Marine 
Exchange has done. The Marine Exchange embodies so much of what is 
exciting about San Francisco. When the exchange started, there were no 
radios, radar, satellite, telephones, weather or tide stations, GPS, AIS, 
www and he doesn't think they had the alphabet yet back then. SFMX 
embraced technology as it emerged, improved and adapted to its own 
needs. The scoop on the waterfront used to be passed by semaphore and 
word of mouth and markets and it's now distributed in just a matter of 
seconds through the fingertips of Allan and Caitlin. Fully appreciating the 
power of information, the MX has been an invaluable source and conduit 
of actionable facts in real time, geo reference data for the Coast Guard. 
On the softer side, the MX has been a vital networking engine. Under 
Captain Korwatch's and the board's leadership, the MX has filled gaps 
and provided unique services. The agency has provided crucial, 
participating in their harbor safety committees, in their area maritime 
security committee, our ports and waterways, safety studies. They've 
hosted important venues such as the trade facilitation meetings and 
provide critical historical trends and forecast without which we would be 
guessing and wasting time and money. The answer to the question of 
what makes an agency so vital to the community and viable in the near 
geologic sense of time is simple. The MX has, for 160 years, provided 
quick, adapting leadership, hard work and valued service to the marine 
community. They are also nice people. He thanked and congratulated 
Captain Korwatch and the Marine Exchange. 

Captain Pete Mclsaac, President and Port Agent of the SF Bar Pilots, 
indicated that on behalf of the SF Bar Pilots and as a member of the MX 
Board of Directors, he congratulated Captain Korwatch and her staff on 
the 160*^ anniversary of their founding. Both the MX and the San 
Francisco Bar Pilots were established during the Gold Rush to facilitate 
the safe and efficient movement of commerce into and out of the San 
Francisco Bay region. To put 1850 in context, he read a short excerpt from 
a book called Gold Rush Banker which was the two years that William T. 
Sherman spent as a banker in San Francisco prior to the Civil War. It 
follows as, "At the beginning of 1849, the population was 2000. By July, 
there were 5000. By the close of that astonishing year, there were about 
30,000 people in the lusty roaring city that San Francisco had now 
become." In the records of Captain William Richardson, who was the first 
pilot on the bay, indicate that there were six vessel calls in 1847; 218 in 

-10- 



1848 and 600 in 1849. Mike Nerney, the threshold's set, we have to get 
back to at least 1849. Both of our organizations have changed with the 
times but still provide the same basic service that they did in the 1800s. 
Both of their organizations have collaborated on many projects over the 
years. In 1954, a corporation was formed to jointly operate the VHF 
antenna on Mt. Tam which today still provides radio coverage far out to 
sea. He congratulated Marine Exchange and the SF Bar Pilots look 
forward to working with them for the next 1 60 years. 

William Nickson, Regional General Manager of Transmarine Navigation 
for California, Hawaii and U.S. East Coast, indicated that this is an honor 
for him. He has been a bulk ships agent for nearly 40 years. Each year, he 
gains more appreciation for his blessed career. It's like working on his own 
Epcot Center. He's lived, worked and managed offices of TransAmerica 
Navigation for many places in the U.S. from Seattle to San Francisco to 
Honolulu to Houston and many ports in between. He wasn't born in San 
Francisco but he got here as fast as he could. He arrived in 1981 and they 
have offices in the Ferry Building. The San Francisco maritime community, 
across the board, from the pilots to the Coast Guard and all the other 
government agencies, to the several regional ports and terminal 
operators, labor unions, tug companies, stevedores and ship agencies all 
wrapped around their very own maritime academy under the constant 
community watch of our nationally award winning harbor safety 
committee, in his estimation, SFMX is one of the leading visionary, 
pioneering associations in the U.S. A lot of that credit goes to the MX of 
the San Francisco Bay region. He is proud to be an employee of one of 
the two nationally prominent steamship agencies founded in the State of 
California and to be an agent in one of the greatest ports in the world and 
to be an active contributing member of this maritime community which is 
most evident and most easily made possible by their membership in the 
MX. He extended his sincere congratulations to Captain Korwatch and all 
of their friends at the MX for a 1 60 years of a job well done! 

Gunnar Lundeberg, President of the Sailors Union of the Pacific, indicated 
that his organization is only 124 years old. He is also a member of the MX 
Board. Capt. Korwatch, Capt. Henning and Capt. Mclsaac have said it all. 
All he can say is to those in the audience, if you are not a member of the 
MX, please join. 

Commissioner Hardeman indicated that the maritime folks are here, 
particularly, the Bar Pilots, the Coast Guard and the Sailors Union and 
thanked them for the sailors' rescue over the weekend. They deserve to 
be congratulated. They saved a couple of people's lives out in the rough 
seas. 



8. CONSENT 



M051 22009 

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A. Request authorization to accept and expend $25.000 in grant funding from 
the California Department of Fish and Game Oil Spill Prevention and 
Response Division (OSPR) for the purchase of a mobile trailer eguipped with 
oil spill boom and response supplies. (Resolution No. 09-24 ) 

ACTION: Commissioner Lazarus moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-24 was approved. 

9. FINANCE & ADMINISTRATION 

A. Informational presentation on the Port's Proposed Capital Program. Revenue 
Bond and Implementation Plan . 

Tina Olson, Deputy Director of Finance and Administration, indicated that the 
Port, for over 25 years, has a capital program that it is implementing as 
opposed to the private/public partnership doing so. We've been managing the 
smaller maintenance/engineering projects. Our largest project was the Illinois 
Street Bridge recently. We haven't implemented anything like what we are 
looking at now. This is a good time to step back and look at all the projects 
that we want to implement in the next couple of years and come up with a 
plan and an approach for implementing them that includes Port staff looking 
at DPW, Rec & Park, City Planning and consultants and come up with a plan 
and timelines so we can implement the projects expeditiously. This is an 
incredible time for the Port to be implementing capital projects because the 
construction work is wonderful, in terms of lower bids. We're anxious to get 
moving on it and thought this is a good approach. A spreadsheet is attached 
to the staff report identifying all of the projects. We are looking at about $80 
million in revenue bonds supported projects. It includes the funding that we 
have secured for the cruise terminal project. $55.5 million in general 
obligation bond supported projects and it includes the Brannan Street Wharf 
Non general obligation bond funding, we have about $26 million in possible 
federal stimulus funding. We could be looking at implementing $161 million in 
capital projects over the next couple of years. We identified in the capital plan 
that we are gOing to issue new revenue bonds because our existing revenue 
bond would be fully paid off on July 1 , 2009. We're looking at possibly issuing 
debt in the fall. We've been working on developing the projects, designing, 
planning and everything we need to do to get the projects ready, to issue debt 
and implement them. This is a list of projects that we are proposing to go 
forward with: (1) the cruise terminal - $22 million in revenue bonds; (2) Piers 
19 or 23 - $18 million; (3) Pier 33 north upper level to build out office space - 
$2 million; (4) Pier 50 - $10 million; (5) Backlands improvements and seawall 
repair - $8 million. We estimate we could issue a $60 million bond. She 
showed a conceptual rendering design of the new cruise terminal at Pier 27. 
We need to go through a process, working with BCDC, to select Pier 19 or 
23. In the Special Area Plan, we are slated to demolish the end of Pier 23 at a 
certain point to provide view corridors but the pier is in good shape. We would 
like to see if there is a way for us to use that pier and invest some funds and 

M051 22009 

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bring in tenants to do a build out but we need to go through those 
negotiations. She showed pictures of Pier 33 and Pier 50. The red area in the 
middle of Pier 50 is currently deteriorated and we would like to repair it so that 
it's a safe entry to Pier 50. Pier 50 houses the Port's maintenance facility as 
well as several tenants. In the backlands area, we'd like to do some 
infrastructure improvements. We need to repair the seawall. An engineering 
analysis is being done to determine the extent to which the seawall needs 
repair. The tax benefit associated with the Port going forward with our capital 
program as well as the jobs generated, annual tax revenue of $1 million is 
from the new uses of those Port facilities that would receive the revenue bond 
investments. The bond funded work will go directly to DPW. We estimate 
annual Port revenues of $6 million in additional lease revenues after the new 
improvements are made and we are able to fully lease out the facilities. There 
will be 877 permanent jobs from the use of the new facility. Construction jobs 
432 and one-time general fund tax revenues of $487,000 from the 
construction. The G.O. bond funded projects will be for Pier 43%, Bay Trail, 
Brannan Street Wharf, and the Blue Greenway System. 

Port engineering staff has primarily been handling the smaller maintenance 
engineering projects. Keeping with backlog and deferred maintenance is 
enough of a challenge. DPW has implemented large capital projects, 
everything from City Hall to the Embarcadero Roadway. We propose to 
partner with DPW and use the resources they have in design, construction 
management and issuing construction contracts. The Port only has one 
person that can issue construction contracts, put to bid and manage the entire 
process. DPW has a whole staff. It's a partnership worth pursuing and they 
have graciously agreed. 

The project management will be handled by both Port and DPW staff. If we 
have staff available, design will be done by Port and DPW. If we don't have 
staff available or expertise in-house in either department, we will seek 
consultant work. Construction management - Port and DPW staff. CEQA - 
Port and City Planning staff. Rec & Park - permitting support. They have 
some planners and they are in need of funding. We're putting together a team 
that is multi-departmental including consultants. 

She will bring the consulting services contract in June rather than coming 
forward with each project to ask authorization to issue RFP. We would 
recommend coming forward with multiple projects to issue RFP for design 
services and we would go to the Civil Service to speed things up a bit. 
Sometimes going to the process of contracting, we can expedite the approval 
process. We are looking for design services for Piers 19 or 23. The cruise 
terminal expertise design services will be let by the DPW because they will be 
augmenting with their staff on the design. Pier 4372 design services will be 
coming up soon. We're almost done with the conceptual engineering phase. 
Since the Blue Greenway Project is in the planning process, there will be a 
mix of DPW and consultants to do the design of the actual park space. 

M051 22009 

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DPW will lead the Cruise Terminal Project Implementation Approach. They 
will assign a project manager. They will have their staff on the design team. 
They will issue the design contract for the cruise terminal design and manage 
the project. They have recommended and we thinly it's worth considering an 
integrated project delivery approach where you bring on a construction 
contractor early on to help finish the design and educate the designers and 
what's constructable. This also means that this project gets into construction 
more quickly once you're done with design because you have the contractor 
on. We also propose to establish a cruise design technical steering 
committee. The cruise terminal needs to accommodate a cruise terminal. We 
are also looking at public open space with the northeast wharf plaza in the 
front and we are also considering special events space. Those are the three 
possibly competing uses for the cruise terminal. We propose to put together a 
steering committee that could help with the design of the terminal so it meets 
those uses while staying within a budget. 

We have identified $53.4 million in funding, some of which is possible grant 
funds and has not been secured yet. We have been working with DPW and 
Port staff to develop a cost estimate in advance of a design and the design 
will be educating and making the cost estimate. We've estimated about $47 
million in construction costs; $4.2 million in cost escalation. We've currently 
identified about $9.7 million that we could defer. We're looking at a soft cost 
of 25%, about $12.8 million and proposing a 25% contingency since we 
haven't gone through the design of $12.8 million. We're looking at a potential 
project budget of $86.5 million. She noted that the contingency and cost 
escalation are highly dependent on what the construction market is going to 
be when we're ready to go to bid. We're looking at a shortfall of possibly $33- 
$41.3 million. The options are to reduce scope, identify non-Port funds, 
additional grant funds, items that we could defer to a future contract, lower 
cost financing options which we're looking into working with our financial 
advisors so that we can get a lower interest rate and have our dollars go 
further. There's always a possibility that we could issue additional revenue 
bonds. The project won't be ready to go to construction for a couple of years. 
We don't know what the Port's budget or its revenues are going to look like in 
a couple of years. It is conceivable that we could pull another $1 million out of 
our operating budget to fund that service and issue $20+ million revenue 
bonds. It's a project that, at this point, we don't know how we're going to fund 
it but recommend to go ahead with the design since we don't know what it's 
going to cost and it buys us some time to figure out the financing. 

Kim von Blohn will discuss the cruise terminal project status and the MOU 
with DPW. DPW and Port staff have started the northeast plaza design 
process. We've begun developing the cost estimate for the project. Our next 
step is to finalize the MOU with DPW. We will seek approval of the Port 
revenue bond projects and contract RFPs, Civil Service Commission approval 
of the contract RFPs, draft and issue RFPs and issue the Port revenue 
bonds. 

M051 22009 

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I 



In regard to Ms. Moyer wanting to be debt free, Commissioner Lazarus asked 
what staff envisions as the possible timetable for issuing the bond. Ms. Olson 
replied that we are planning for September 2009, but we will probably be 
ready in November 2009. We won't be issuing the full $60 million. The 
projects that are ready to go would be the design for the cruise terminal, 
design for Pier 19/23, construction of the backlands and construction of Pier 
50. We would be ready to issue $30 million debt this fall and not the full $60 
million but we are still working out the details. 

Commissioner Brandon congratulated staff for being debt free for one or two 
months. Ms. Moyer indicated that since she did the 1994 and 2004 bonds, it's 
good to see them finally paying off. Commissioner Brandon indicated that this 
is a good capital program. It's exciting because not only are we going to be 
able to complete much needed projects but we are also creating new jobs 
and keeping city jobs. It's a wonderful combination. 

10. ENGINEERING 

A. Request authorization to enter into negotiations for a Memorandum of 
Understanding (MOU) with the San Francisco Department of Public Works 
(DPW) for the first two phases of Proiect Management. Architectural and 
Engineering Services for the Pier 27 Cruise Terminal. (Resolution No. 09-25 ) 

Kim von Blohn, Project Manager, indicated that as Tina Olson mentioned. 
Port staff have an opportunity to leverage DPW resources of project 
management, engineering and architecture to create a team and a 
partnership to help the Port manage, design and oversee construction of the 
project cruise terminal. This team will also utilize specialized cruise terminal 
consultants to ensure that the cruise terminal meets international cruise 
standards. DPW have submitted a draft proposal to provide professional 
services to the Port which includes the first two of the six project phases. The 
first phase is the conceptual design phase. As Tina Olson mentioned, the 
wants and desires of our cruise terminal don't necessarily meet with our 
budget. The first part of the project will be to scope the conceptual design into 
reality that we can afford. The deliverables in this project phase will include 
conceptual site plans, floor plans. There will be a tidal simulation study. The 
bar pilots have advised that during ebb tides, there are certain periods where 
they have trouble getting the cruise ships safely out of the berth. We will look 
at the study to see what the limitations are. We are also looking at 
establishing the highest possible and affordable LEED (Leadership in Energy 
and Environment Design) Standards. We will be looking at renewable energy 
again with respect to cost. At the end of this phase, we will come in with a 
conceptual design and a budget that we think we can afford. Our goal is to 
complete this phase by the end of this year. The second phase is schematic 
design, flushing out the conceptual design with plans, elevations and details 
of the terminal. We will look at some of the exterior and interior finishes. We 
will look at building code analysis. We want to make sure that our design 
does not trip a new seismic upgrade which could torpedo the project and 

M051 22009 

-15- 



finally we will prepare a new cost estimate. Our goal is to complete this phase 
about one year from today. The phases thereafter will be preparing 
construction drawings, specifications for the bid package and providing the 
construction management throughout the construction phase. We will come 
back to the Port Commission after the first two phases to report on how we 
intend to accomplish the remaining four phases. As part of the MOU, DPW 
will develop a cost estimate for their services which are the Phases 1 and 2 
for negotiation with Port staff. Our benchmark to evaluate these will be normal 
industry standards and to make sure that we are getting value for the services 
that DPW will perform. 

The funding for the first two phases of the MOU will come from the Port's 
current fiscal year 2009/10 capital budget. Our goal is to present the MOU to 
the Port Commission for authorization to enter into agreement with DPW at 
the next Commission meeting. In summary, he asked the Commission to 
approve the resolution authorizing Port staff to negotiate an MOU with DPW 
for the first two phases of the project management, architectural and 
engineering services for the Pier 27 Cruise terminal project. 

Commissioner Brandon asked how much these phases will cost. Mr. von 
Blohn replied that it will cost approximately $1.6 million for Phases 1 & 2, 
possibly less. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-25 was approved. 

1 1 . PLANNING & DEVELOPMENT 

A. Request approval (1 ) to award the SWL 337 development opportunitv to 
Seawall Lot 337 Associates. LLC: and (2) to authorize exclusive negotiations 
for a mixed-use development proiect at SWL 337 and Pier 48 bounded bv 
China Basin Channel. Third Street. Mission Rock Street, and San Francisco 
Bav. (Resolution No. 09-26 ) 

Phil Williamson, Planning and Development, indicated that he will provide a 
brief overview of the planning and solicitation process that culminated in 
today's staff recommendation and request for Commission action. In October 
2007, the Commission authorized staff to issue an RFQ for the development 
of SWL 337 with an option to develop Pier 48. Based on objectives and 
criteria that were developed through a community planning process. Port 
Commission also authorized the Executive Director to convene an advisory 
panel representing planning, environmental, economic, urban design, 
neighborhood and citywide interests to review respondent submittals and 
provide findings and recommendation to the Commission for its consideration 
and action. In April 2008, the Port Commission received an informational 
presentation from the advisory panel summarizing their deliberations and their 
evaluations of the 4 RFQ submittals received and leading up to the 

M051 22009 

-16- 



Commission approval to invite two of those teams to respond to an RFP that 
was issued in May 2008. One of those teams consisted of Boston Properties, 
Kenwood Investments, and Wilson Meany Sullivan. The other team was 
comprised of the Cordish Company, Farallon Asset Management and the SF 
Giants. These two teams subsequently informed the Port of their intention to 
merge into a single, combined entity and the combined developer team 
known as Seawall 337 Associates, LLC, requested and was granted 
extension to the RFP submittal deadline. In January 2009, the Port received 
their submittal comprised of the following partners: San Francisco Giants, 
Wilson Meany Sullivan, Kenwood Investments, the Cordish Company, 
replacing Boston Properties, Stockbridge Capital and Farallon Capital 
Management, LLC. 

In February 2009, the developer presented its development concept for SWL 
337 and Pier 48 where they presented a vision for the new neighborhood they 
call the Mission Rock District. The submitted proposal includes in excess of 8 
acres of public open space, approximately 240,000 square feet of retail 
space, 1 million square feet of office space, 875 units of rental residential and 
181 ,000 square feet of event/flex space at Pier 48. The proposal features a 
five acre waterfront open space. Mission Rock Park, extending from the Bay 
into a mixed-use neighborhood with office, residential, retail and recreational 
uses. With connections to streets in the adjacent Mission Bay 
Redevelopment Project Area, the proposed block pattern of SWL 337 is 
broken into ten city blocks to create a pedestrian environment, with views and 
paths to parks and the bay. The proposal also includes the construction of 
two towers in the neighborhood of 200 feet and another tower up to 375 feet 
in height. 

Mission Rock Park and the historic rehabilitation of Pier 48 are two major 
public benefits of the project. Until they undergo development. Pier 48 would 
continue to be operated for interim uses with modest capital improvements, 
and SWL 337 would continue in surface parking use. SWL 337 surface 
parking would be replaced incrementally, corresponding with the phasing of 
development of individual blocks. The existing China Basin Park at the north 
edge of the site would remain until it is incorporated into the construction of 
the larger Mission Rock Park. 

The developer proposed an approximately four year period to conduct due 
diligence and obtain all required entitlements followed by a four-phase, 17 
year site build-out commencing in 2013. Between now and 2013 will be 
entitlement phase and from 2013-2027 will be four phases of construction. 

The proposal includes technical information on a proposed Transportation 
Demand Management Plan (Transportation Plan) as required in the RFP, real 
estate market analysis, and business and operations plans. 

The Port has received substantial public comment on this proposed project. 
Public meeting presentations, comments and discussions occurred at the 

M05 122009 

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February 10, 2009 Port Commission meeting, March 11, 2009 Central 
Waterfront Advisory Group (CWAG) meeting, and tiie March 18, 2009 public 
workshop on the Developer's proposal. In addition, the Port has received 
many written comments through the Port SWL 337 web page. 

After staff determined that Developer's submittal was timely, complete and 
responsive to the RFP requirements, the Port conducted a thorough, multi- 
part evaluation of the proposal's responsiveness to the Port's objectives in the 
RFP. The SWL 337 Advisory Panel took the lead in evaluating and making 
recommendations to the Port Commission regarding the responsiveness of 
the Developer's proposal to the following RFP objective categories: Land 
Use, Open Space, Transportation, Neighborhood Character, Historic 
Resources & City Form, and Sustainability. Port staff took the lead in 
evaluating the Developer's proposal for responsiveness to the RFP's 
Economic Objectives, with input from the SWL 337 Advisory Panel. Port Staff 
also was responsible for evaluating Developer's financial proposal and 
qualifications. Port staff was assisted by the following consultants who 
reviewed and provided technical assessments of various elements of the RFP 
submittal. These assessments were distributed to the SWL 337 Advisory 
Panel, and were considered in both Port Staff and Advisory Panel reviews. 

• Economic Analysis: CBRE Consulting/Conley Consulting Group 

• Physical Planning and Urban Design: BMS Design Group 

• Transportation Demand Management Analysis: Nelson/Nygaard 
Consulting Associates 

• Transportation Muni and Parking: San Francisco Municipal Transportation 
Agency 

• Sustainability: San Francisco Department of the Environment 

All of these assessments were included in the package the Commission 
received as part of this report and were distributed to the advisory panel and 
were considered by Port staff and panel during reviews and assessment of 
the evaluation of the proposal. The advisory panel review was designed to 
ensure that the comments and diverse perspective of the public were 
carefully considered in the evaluation of the developer's proposal. Each 
process was very thoroughly methodical, factoring all public comments 
received on the project 

Ruth Gravanis, chair of the advisory panel, reported on the proceedings of the 
advisory panel. As Phil Williamson mentioned, as part of the review process, 
the panel took into account all the public comments plus the consultants' 
reports, the responses to questions they submitted to the development team 
and the information that they gathered with their interview with the team. The 
panel met at length to consider that extensive body of information and input 
and to formulate its recommendations. The major task was to assess the 
proposal's consistency with the objectives and criteria laid out in the proposed 
proposals. For each RFP criterion, the panel members indicated whether they 
found the submittal to be responsive, non-responsive or partially responsive 

M051 22009 

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and those ratings are all chartered in the report. For each subject area, the 
panel discussed ways in which the proposal met or exceeded what was 
asked for, identified shortcomings and noted where the information provided 
was insufficient to provide a rating. For example, under the land use category, 
the panel found the submittal to be generally responsive to the objective of 
creating a vital urban environment with a broad mixed of uses to promote 
lively interactions among workers, residents and visitors. However, the 
submittal fell short in providing adequate definition for some of the land use 
components. As reflected in their report, there was insufficient information to 
understand the character of the large retail program proposed, what type of 
retail, how would it balance local versus regional and/or visitor market 
demands and would it be compatible with the amount of retail in the adjacent 
Mission Bay redevelopment area. The development team was able to 
articulate neither a clear vision nor an execution strategy for the general mix 
character and phasing of the retail environment that it seeks to create. The 
proposed use program for Pier 48 resonated well with the panel although the 
panel commented on the need for further work to increase access to water 
recreation uses such as kayaking and swimming to address the public trust 
objectives. The panel raised concerns about the size of the proposed parking 
garage on Block D at the southern end of the site. Block D is substantially 
larger than other blocks on the project site and has the potential to disrupt the 
desired pedestrian character by presenting a formidable wall. The panel took 
issue with the location for meeting the below market rate housing 
requirements, all on Block H, immediately across from Pier 50 which will 
continue in light industrial use including the Port's maintenance center. Some 
panelists reacted against the idea of concentrating all the affordable units in 
one block particularly since the proposed block is the least desirable 
residential site within SWL 337. The panel recommended that inclusionary 
housing be considered as an alternative to meet the project's affordable 
housing requirement. Also, there was no information in the economic 
proposal regarding income level assumptions for these units and how much 
of a subsidy would be provided by the developer to support the affordable 
housing program. 

The proposed phasing of the development is a major concern. Key public 
benefits would lag too far behind the revenue generating uses. For example. 
Mission Rock Park is proposed to be constructed 9-12 years after the project 
breaks ground and the rehabilitation of Pier 48 not until after that. Regarding 
open space, the program includes a good mix and distribution of distinct open 
spaces with well defined purposes and locations. The open space system 
enhances the Bay Trail and the Blue Greenway and the Mission Rock Park 
succeeds in creating a unique identity for this development. The open space 
system supports a broad array of passive and active recreational activities. 
However, certain elements require further definition. Features that were 
referred to as habitat areas do not demonstrate what types of native wildlife 
habitat benefits would actually be created. Similarly, more work is needed to 
define water related recreation activities. Mission Rock Square in Block E 
creates a welcome neighborhood green space but some of the panel 

M051 22009 

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members expressed concerns about its adjacency to the parking garage at 
Block D immediately south of that park and wind and shadow impacts on the 
park are also a concern. There was a notable lack of information on how the 
open spaces would be managed and maintained despite the fact that the RFP 
specifically requested this information. Regarding neighborhood character, 
the panel found the proposal conducive to human scaled environment which 
promotes pedestrian activity with view corridors through the development to 
the bay and other points of interests. The proposal presents strong 
connection to the waterfront to the north and the east but connection to the 
south and the west are less successful. 

The panel focused less attention on architectural details because it's likely 
that the architectural and urban form of new buildings would differ from the 
images presented in the proposal. 

SWL 337 LLC reported that the market for office and biotech businesses 
generally favor larger floor plans and lower heights than the narrow high-rise 
buildings shown in their proposal. Their expectation is that the design will 
undergo substantial change and that the city and the Port's design review 
processes will provide a proper venue to apply the design objectives defined 
in the RFP. 

Overall, the Transportation Demand Management Plan (TDMP) represents a 
commendable first cut to address transportation goals. The TDMP proposes 
an onsite transportation resource center and full time transportation 
coordinator and various multi modal transportation, marketing and promotion 
initiatives. However, more work is needed to set clear goals and incentives to 
proactively effect changes in travel behavior. One of the most visible 
transportation element in the proposal is the extension of the E-Line light rail 
system into the site. However, the proposal provides no details in meeting the 
significant capital and operational funds that will be required. The preliminary 
assessment conducted by Nygaard transportation consultants and the MTA 
planners is that the physical and operating requirements do not appear to be 
consistent with the physical layout of the proposed streets. Thus they felt that 
there might be cost effective ways to promote transit first alternatives such as 
increased use of regional transit carriers or local shuttle service system such 
as the one currently operated by UCSF Mission Bay. 

Parking is a major issue. One member believes that the 2,650 parking spaces 
proposed in the submittal seemed reasonable given the amount of 
development proposed. Some panel members are concerned of the impacts 
of concentrating the majority of parking in the Block D garage. As questions 
were raised by MTA, Nelson Nygaard and panel members whether there was 
enough queuing area to handle the high crush volumes associated with 
ballgames and large entertainment events without undermining the type of 
urban character that we seek at SWL 373. To the extent some of these 
impacts could be reduced by decentralizing parking, some panel members 
commented on the lack of more serious consideration of spreading parking 

M051 22009 

-20- 



either within 337 and/or in offsite satellite parking facilities including those that 
might be a BART ride away. The TDMP should formalize specific mode split 
targets tailored to each phase of development with effective monitoring 
protocols. 

Sustainability. The submittal includes a wide range of environmental 
sustainable features and systems for individual building developments but the 
advisory panel observed the relative lack of technology to take advantage of 
the sites overall ability because if it's very large size, the overall ability to do 
some of these sustainable development techniques are comprehensively and 
more cost effectively. For example, water conservation methods apply to the 
entire site could mean more efficient collection and supply of non-potable 
water. SWL 337 also offers potential for site-wide approaches to energy 
generation and waste management systems. As described in the proposal, 
SWL 337 LLC would be responsible for developing the land improvements, 
the horizontal development, and as such would have the opportunity to 
design and integrate ecological, sustainable strategies to support all of the 
development phases. Currently, it appears that it's left up to the vertical 
developers who will come later to provide only building specific sustainability 
systems. 

Economics will be covered in detail by Jonathan Stern but the panel did 
discuss the economic context. The uncertainty of the current recession has 
made it more difficult for the development team, the Port and the public to 
define the ground rules for development. The developer noted that the 
recession has created numerous challenges to producing definitive real 
estate market and development pro-forma analyses and thus it was clear to 
the advisory panel that as real estate market and financing factors continue to 
change, the development program, the character and mixed of uses and the 
urban form of the new development could change further, perhaps very 
substantially. In this context, the advisory panel focused its efforts not just on 
evaluating what was submitted but understanding the need to anticipate 
change, the panel used the evaluation process to define the underlying ideas 
and principles that it believes should be used as guideposts to enable the 
Port and the public to evaluate changes as they evolve over time. These 
principles are listed in the packet as Exhibit A. The abbreviated list of what 
the panel feels should be required of the developer are as follows: 

• Provide a clear description of the proposed land use program, block- 
by-block 

• Provide a clear vision of the retail program 

• Accelerate the phasing of Pier 48 improvements 

• Increase water-oriented uses 

• Revise the affordable housing program not concentrated on a single 
block with specifics regarding the type and size of units, the funding 
sources and the amount of subsidy that will be required 

• Revise the phasing plan to balance in each phase the delivery of public 



M051 22009 



-21- 



open space with other uses 

• Produce a maintenance and operations plan that describes how the 
publicly accessible parks and open spaces will be managed and 
funded in perpetuity 

• For the proposed wildlife habitat areas, demonstrate that the site 
improvements would be indeed useful to wildlife 

• Produce an updated plan that identifies the locations, heights and 
mass of the proposed buildings 

• Demonstrate that development siting and design actively contribute to 
an inviting pedestrian character and avoid creating adverse micro- 
climate conditions 

• Incorporate architectural and urban design treatments that 
acknowledge and relate to the surrounding Mission Bay area in the 
perimeter blocks and that integrate internal elements and activities in 
the interior of the site 

• Produce a Transportation Demand Management Plan that pro-actively 
promotes alternatives to private automobile ownership and use 

• Incorporate site-wide sustainability practices and improvements that 
capitalize on the large site on the SWL 337 site in addition to the 
building specific sustainability measures 

• Prepare a more detailed parking and circulation plan to develop a 
model for sustainable transportation operations 

To sum up, the panel found the submittal overall to have many strengths and 
to be proposed by a highly qualified development team. The development 
proposal shows a strong potential to create a distinctive pedestrian friendly 
development that attracts water to the waterfront as well as enhancing the 
larger Mission Bay district. To acknowledge the inevitability of change and to 
respond to the need for flexibility in this uncertain economy, the panel 
recommends a set of negotiating principles for the Commission to consider as 
reference points and as a framework to assure accountability in its 
negotiations should it decide to award the development opportunity to SWL 
337 LLC. 

The panel thanks Port staff and the consultants for serving as invaluable 
resources in their deliberations and they are grateful for the opportunity to 
have participated in this important selection process. 

Jonathan Stern discussed the overall team's qualifications, experience, 
financial capacity and financial returns to the Port. Staff concurs with the 
advisory panel that this is the team that is well qualified to do the project. 
They have many examples of local and national major waterfront projects that 
are similar or at least some of the aspects that will be challenges in this 
project. They include AT&T ballpark, the Ferry Building, Treasure Island, 
much of the development in Mission Bay, One Market and many others. The 
overall team has the development capacity and the experience. Based on the 
disruptions in market that occurred since the time the RFPs were issued and 

M051 22009 

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times they were received, staff examined, during tine RFQ process, tiie overall 
financial capacity of the team to re-evaluate the ability to fund both the equity 
and debt portions of the project. Lawrence Brown, the Port financial analyst, 
looked at not just their ability to fund the infrastructure (horizontal) 
development, but also having other sub-developers do the building (vertical) 
development. In his financial capacity analysis, Mr. Brown believed that it 
would take $300-400 million of equity and the ability to secure debt financing 
to bring up a total of $2.2 billion of development for this site. Based on his re- 
examination of the financial capacity and financial documents of the various 
team members, he found that this team does have that financial capacity. 
They have the financial capacity, on a conservative basis based on staff 
analysis, to not only do the horizontal development but the vertical 
development as well. 

Financial returns to the Port: Both staffs of CBRE and Conley Consultants 
reviewed at the proposal. It's a very complicated proposal because it's a very 
complicated site. It was put together in very challenging times. What became 
clear, given the challenges of the times and given the nuances and 
complexities of developing this site, the proposal does not have quite enough 
details to analyze the true outcomes and to look at the risks. We can only look 
at it very broadly. Going back to the phasing document, the essence of the 
proposal is that the early phases would be along Third Street, tapping into the 
availability of infrastructure that would take advantage both from a financial 
perspective from the Port, that these will be cheaper parcels to develop, they 
will be faster to the development market, they are closer to the overall fabric 
of Mission Bay and they have the added advantage of existing interim uses 
on the site, especially parking and storage uses at Pier 48 would be still 
available and still earning full freight money for the Port. This is a major 
advantage to this overall development scheme. Over time, from 2013-2026, 
there would be 8 mixed-use development sites and two parks in Pier 48 that 
will be developed. The developer would act as the infrastructure developer 
during that time frame and carefully phase in interim uses and new uses. This 
will result, as each of the 8 development parcels came into its higher use, as 
soon as it's taken down, an infrastructure would be built on it, the Port would 
start to get the higher base rent. They propose an overall base rent of $6 
million; it will be phased in on a pro-rata basis over the 8 development sites, 
reaching a full current dollar rent in 2026 of $6 million. Evaluating the current 
proposal against the criteria, the $6 million falls short of the $8 million in the 
proposal. We believe that given the times and given the complexity and the 
infrastructure burden on the site, this is a good place to start. Staff will 
continue to work with the developer to see if we can get the full criteria rent. 
He pointed out that they have a proposal for Pier 48 with continued interim 
use including parking support throughout much of the early program to about 
2025. This part of the proposal needs to be more completely worked out in 
our assessment. It starts out with a base rent of $558,000 and ramps up to 
about $3 million over the course of time. This needs to be worked out in future 
negotiations. 

M051 22009 

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Another important financial consideration for this site is how this will be 
financed. The current developer's proposal is to look at this site in context of 
the overall Port capital plan. In the current capital plan, the tax increment from 
the site would be dedicated to other projects around the Port. The developer's 
proposal is that the Port issue revenue bonds to support the early 
infrastructure for the project. There are about $216 million of infrastructure; 
most of that would be early revenue bonds. It would be supported by a 
reimbursement agreement from the developers. It will also be supported by 
special taxes, a Mello Roos tax on the vertical development and ultimately the 
tax increment generated by the development itself. This delays the amount of 
tax increment revenue that would come from the site and flow to other Port 
sites. This is a very important consideration. In the capital plan, going back to 
the SB815, Port staff went to the State Legislature with the State Lands 
Commission and the stakeholders in the area to pass that law that would 
allow enhanced development on this site specifically to gain revenue for other 
Port development sites. It's very important that the Port Commission weigh 
the overall development of this site and the overall benefits that this 
development could bring to other sites in the Port. It's not as much as it's 
program in the capital plan but it does especially after 2028 and for the 
balance of the 75 year lease. It brings significant tax increment revenues in 
later years to other Port projects. 

While there are a number of concerns both for the overall financing structure, 
the public financing mechanism and overall rents for the Port to achieve other 
port offsite benefits, the summary of the staff analysis concurs with the 
advisory panel that this is a very experienced development team. It's 
extremely well capitalized, it can fund the development of this site. Port staff 
concur with the advisory panel that the proposal has a good site layout, has a 
good land use program and overall site character. We believe that with the 
right policy framework to move forward assessing both the financial principles 
of the Port, the risk the Port and the developer would each take, it makes 
sense for the Port to move forward into exclusive negotiations. 

The overall policy framework is pretty simple. The advisory panel laid out 
most of the policy framework from a land use and open space perspectives, 
etc. Staff added some additional financial principles to balance the financial 
risks and rewards to both parties. We believe that the current public finance 
proposal from the developer puts quite a bit of risk on the finance perspective 
to issue revenue bonds for this site. The Port is about to embark in its first 
issuance of revenue bonds ($60-80 million) in quite a while. This is asking for 
$200 million over a longer time frame. It's a large amount of public resources 
from the Port, granted most of it will be generated ultimately from tax 
increment from the site that is being plowed into this project. We need to look 
at that carefully and balance the risks and rewards. We will carefully weigh a 
financial transaction structure that is transparent of what those risks and 
rewards are and have those risks and rewards be delivered to both parties in 
a parallel manner over the course of the development. Exhibit A elaborates 
more on these principles adding such things as examining a full range of 

M051 22009 

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financing, botii revenue bonds, IFD and CFD bonds and other ways to 
finance the project on a private/public basis sharing upside, etc. 

Next steps: if the Port Commission chooses to award this development 
opportunity. Port staff would enter into an Exclusive Negotiation Agreement 
(ENA) with the developer. By summer 2009, staff will seek Commission's 
approval of the ENA. It would then take 6-9 months after for the developer to 
develop a complete proposal which is one of the requirements of the ENA 
that addresses many of the concerns the advisory panel has and addresses 
the policy framework and negotiating principles. Staff will seek Port 
Commission's approval of the term sheet and a revised proposal in early 
2010 and then have an early term sheet read from the Board of Supervisors, 
to get a financial feasibility reading to start CEQA, etc. We recommend a 12- 
month period for the ENA process. Pending the Port Commission and Board 
of Supervisors' approval, staff recommends that this goes forward with 
extensions of up to another three years, 2009-2013 time frame as suggested 
in the developer's proposal. 

Mr. Jonathan thanked CBRE consulting and Conley consulting group, Michael 
Smiley of the BMS Group, Gerry Nelson of Nelson Nygaard, David Paschal of 
the Department of the Environment, Jerry Robbins from SFMTA and to the 
advisory panel. The advisory panel consists of private citizens who put a 
great deal of time, effort and thought into evaluating the proposals. 

Based on the assessment from the advisory panel, the consultants and staff, 
staff recommends that the Port Commission award the SWL 337 
development opportunity to SWL 337 LLC and authorize ENA for mixed-use 
development at SWL 337, Pier 48 and portions of Terry Frangois Blvd. 

Corinne Woods, co-chair of the Central Waterfront Advisory Group (CWAG), 
indicated that on behalf of Toby Levine, the CWAG wanted to stress some 
points. First of all, the advisory panel did a phenomenal job. The 
recommendations in Attachment A for principles for negotiating are wonderful. 
They'd like to see Item #1 in the open space go a lot further. They think that 
an early construction of at least an interim park in the northern part of the 
project should be done. She suggested closing off Terry Francois Blvd. from 
Third Street to Pier 48 and start surcharging that land which will have to be 
done anyway. They can have an interim open space early in the process and 
that would be a major benefit to the project. CWAG is concerned that 
satisfactory view and access integration must be made with the 
neighborhoods. They are particularly concerned about the west and the 
south. They are not sure that the proposals have gotten that far to integrate 
those neighborhoods. They are concerned about using the dedicated tax 
increment funding just for this project. On the other hand, as the report says, 
if there's no project, there's no increment. That is going to be a tough choice 
as the Port looks at the larger capital plan picture and how to use the bonding 
capacity. They are very concerned as neighbors of this project that car 
storage must be addressed in an early enough phase so that the 

M051 22009 

-25- 



neighborhoods are not adversely impacted by people who are displaced from 
the open parking lot. They already see a fairly significant impact to their 
neighborhood of Giants games because people will walk everywhere. They 
think that the structured parking, even though it's ugly, we can do a nice 
looking garage if we don't value engineer the way UCSF did. It has to be 
addressed early on so displacement doesn't happen. Height variability must 
be achieved. As the proposal goes forward, it goes more towards lab 
buildings than office. Bulk is a huge issue and bulk needs to be addressed as 
well as height and massing. Retail needs should be small in scale as much as 
possible within public trust restrictions. Transportation planning should not 
only be coordinated with Mission Bay and UCSF but also the eastern 
neighborhood transportation improvement project. As chair of the Mission Bay 
CAC, Ms. Woods indicated that immediately across from Mission Rock Street 
from this project, the two waterfront parcels are both going to be San 
Francisco Redevelopment Agency's affordable housing projects and the one 
closest to Third Street is going to be a fare station and possibly a major police 
and fire headquarters. Ms. Woods suggested considering those 
recommendations as the Port thinks about land uses. 

Phil Williamson, Planning and Development, read the Neighborhood Parks 
Council Executive Director Isabel Wade's letter to Monique Moyer for the 
record. "I am writing to urge the enhancement of the policy statement 
regarding Open Space in the Negotiating Principles related to the SWL 337 
Project, and all future projects as well. The Neighborhood Parks Council does 
not believe that the Open Space principles as expressed in Exhibit A are 
strong enough, particularly Item Number One (1). A change in this section to 
require developers to install planned open space in the first stage of 
development, even on a temporary basis, is an essential change for assuring 
that the Port receives the benefits that open space can provide. The benefits 
of open space are not abstract or theoretical - they have been shown in 
numerous studies and in over a century of park development in America to 
warrant a city's use of this strategy as an effective economic development 
tool. 

We are sending via Corrine Woods the most recent study in this regard, just 
published by the Trust for Public Land. We would appreciate your making 
copies of this study for your staff and for the Commissioners. As many other 
cities have found (i.e. Vancouver, Canada, Denver, Austin, Chicago, etc.), the 
development of attractive open space enhances the value of residential and 
office development for mixed-use projects; it is not a hard sell to either group 
to go to a beautiful park site and imagine themselves there. Even if the Port 
were to encourage an interim recreation and open space use, such as a mini- 
golf course, that generates revenue - it would be a win/win for the 
developers, the City and the public. 

As you may know. City Planning is currently revising ROSE, the Recreation 
and Open Space Element, and the Mayor's Open Space Task Force has 
been examining ways to "put teeth" into previous policies and practices 

M051 22009 

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related to open space in San Francisco. Transforming this principal for Port 
projects would be a giant step forward in reversing our thinking on the role of 
open space as a secondary aspect of projects and missing an important 
opportunity to use open space as a major tool to enhance project values and 
long-term revenue from the magnificent setting we have on the waterfront in 
San Francisco. Most importantly, the Port's leadership on this policy could be 
very influential right now in stimulating stronger requirements in ROSE related 
to new projects generally in San Francisco. Thank you very much for your 
consideration of our proposed change." 

Manny Flores, Carpenters Union Local 22, tipped his hat to Meany and 
Kenwood for rolling up their sleeves and moving forward. These are hard 
economic times. They've cut back or scaled back on their project but they still 
want to move forward. That takes gut. Too many times in their office over the 
last few months, time and time again projects come to a screeching halt and 
they don't know when they're going to come back. This project looks good; it's 
good for the City, it's good for the Port. It's good for labor. He asked the Port 
Commission to approve the negotiations. 

Rob Black, Vice President of the SF Chamber of Commerce, voiced his 
support for staff's recommendation regarding the project. They think, as the 
previous speaker mentioned, this is important for jobs and the economic 
growth for the city. They think it will provide a longer term, important revenue 
stream for the Port. He's also a neighbor and on the board of directors of the 
South Beach/Mission Bay Neighborhood Association. As a resident in the 
area, having the Giants on as a partner is a good thing as far as development 
goes. They have been good neighbors. There will always be impacts 
whenever there are a lot of people coming into an area. They have been as 
accommodating and helpful in working with the neighborhood from the issues 
of the All Star Game to every game. That will help with the neighborhood 
relationships and it's a solid team. It's a good thing for San Francisco. We 
have a long way to go to get from here to shovels on the ground. There are a 
lot of work to be done to improve the project and them look forward to working 
with the development team and the Port. 

Ernestine Weiss urged the Commission's approval of this project and 
recommended full speed ahead. There couldn't be a better project than this of 
late. As a creator of ferry park, a park enhances the value of real estate. Ruth 
Gravois talked about affordable housing. She'd like to see a better location or 
a better environment for the housing instead of a dumpy area. Affordable 
should be made attractive so it's rentable and people will desire to be there 
and it would be better for the whole project. The Giants are the best in the 
business. They know how to make it work. She praised the Hargreaves 
landscaping group who provided the plan for the waterfront park. 

Joe Koppel, S.F. Electrical Industry, works for labor management which 
comprise of the SF Electrical Contractors Association and Local 6 IBEW 
Electricians. He indicated that not only is this an issue for the carpenters but 

M051 22009 

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all the building trades, sheet metal, plumbers, laborers. They are all eager to 
go to work. This is by far, the most appropriate team for the project. He has 
worked with them as an apprentice building the Giants Ballpark and 
frequently takes the N-Judah from his home in the Sunset to the ballpark. He 
is confident that this team will come fon^/ard with the best project for this site. 
He urged the Commission to award the project to SWL 337 Associates. 

Dennis MacKenzie, Round the Diamond, indicated that he had provided the 
Commission a latest update of his proposal to create an apprenticeship 
between the SF Giants and the rest of the developers with the San Francisco 
United School District (SFUSD), the City and County of San Francisco and 
the Port Commission and staff to build a basketball education and career 
pathway arena. His last update mentions that he is requesting that the 
SFUSD provide seed money through the contribution of what they refer to as 
surplus properties and to use that as a seed contribution to get matching fund 
from local, state and federal agencies as well as non-profit foundations and 
support from the Chamber of Commerce and other professional sports 
industries to develop a basketball arena that he has been proposing. There 
are no sports management program in the San Francisco high school system. 
There are 5,500 high school students in San Francisco. Hopefully, most of 
them will reach a point where they will graduate from high school. Education 
reform is one of the major concerns in this country. He asked that the 
basketball arena to be able to be supported by all the developers and 
everyone in order to create an arena and a venue for not just the high school 
kids, for the families, the communities and to create an arena worthy of 
providing tournaments for basketball, volleyball, badminton, ping pong, 
provide musical concerts for the community and teaching kids at the same 
time and developing performing arts theatre at this arena. There is no arena 
in San Francisco that can attract high school, college or professional sporting 
events. He asked for the Commission's support for the basketball arena. 

Janet Carpinelli, Vice President of the Dogwatch Neighborhood Association, 
indicated that the Dogpatch Neighborhood Association, has supported a more 
dense development at SWL 337 to benefit Pier 70. It is crucial that this 
development be reminded that is one of the reasons why many people 
supported this development. They wanted to make sure that happens. They 
wanted to make sure that as the development progresses, that the small 
scale people-oriented benefits be an important part of the development. 
Development on its own is not good enough. We need to keep in mind what 
the people want. She thanked the Commission, the Port, the City for the open 
streets. It was very successful this past weekend. It happened south of the 
ballpark down to India Basin. There were thousands of people out there and 
everybody was having a good time. That's the kind of thing we need more of. 
The advisory panel has done an excellent job in analyzing and commenting 
on the proposal. The dogpatch neighborhood association did comment on it 
as well to the advisory panel and they have reflected their comments. She 
hopes that the Port take their analysis seriously and work with the developer 
to make this a better proposal. 

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Jack Bair, representing the developers on this project, indicated that it has 
been a very long process. This is just one of the first of many milestones to 
come with the Port's support today. It started out with the special committee 
with Commissioners Brandon and Lazarus, having a series of public meetings 
for this development opportunity, gone through the RFQ and RFP process 
and lots of public meetings. Today is a result of a tremendous amount of work 
from a lot of people, not only Port staff but the Commissioners, advisory panel 
members but also to members of his team and other teams that submitted 
previously. He acknowledged all the hard work and effort of his team. Karen A 
Schuler led the design team and representatives of all their team are in 
attendance as well. They are looking fonward to working with the Port to make 
sure that they have a product at the end of the day which we can all be proud 
of that balances all the goals that we all have, to have a financially sensible 
project, one that supports the Port's interests, honors the public interest and 
is realistic and viable. They look forward to the Port Commission's vote today 
and hopefully move forward together and make it happen at SWL 337. 

Commissioner Shakofsky gave a heartfelt thank you to Ruth Gravanis as 
chair of the advisory panel. Ruth is one of those amazing, tireless, community 
servants. We've hit a homerun with this team and noted that Port staff will 
make certain that they don't steal third base. The Commissioners last week 
received a letter from the Mayor, a big support for the project but also 
directing his department of Economic and Workforce Development to form 
and lead multi-agency team to expeditiously move this process through. 
She's wondering what that means and how do we avoid a squeeze play on 
the project for this process. 

Jonathan Stern indicated that any project of this complexity involves 
cooperation from many city agencies and we are looking to our colleagues 
with the Mayor's Office of Economic Workforce Development to orchestrate 
the cooperation across departments. We have to go through a major project 
review for CEQA. We have to go through rezoning. There is a major issue 
about redevelopment land and developments right next door about their 
development improvements, work that DPW is doing. The mini hall of justice 
is supposed to be our neighbor. Given that complexity, we welcome a working 
group. 

Rich Hillis reiterated and echoed Jonathans' comments. The Mayor is 
extremely supportive of this project. As Manny Flores from the carpenter's 
union indicated, there aren't a lot of projects and projects of this scale moving 
fon/vard in the city. It's good to see those projects happening on the waterfront 
- The Exploratorium, the capital projects including the cruise terminal, SWL 
351 and now SWL 337. Developers and investors are willing to spend money. 
We want to capitalize on that and that is a big part of the Mayor's stimulus 
package. To the extent they can be helpful and marshal city resources to help 
these projects move forward, that's the spirit of those comments. 

Commissioner Hardeman was delighted to see the letter from the Mayor 

M051 22009 

-29- 



I 



because the former Mayor was very instrumental in putting this Port in the 
condition that it is now. He thinks that the current Mayor has a lot of clout and 
he is delighted to see that he publicly endorsed this project. With regards to 
the comments about open space, he thinks that the open space element of 
this project is well done. He doesn't think that's a big concern that we have to 
expand the open space. He's happy to see the parking component. The 
advisory panel did a great job. Hopefully, they will continue. He hopes that 
everybody continues to be flexible in these negotiations. We need this project. 
We want this project. Hopefully, they come back soon with all the finances 
worked out and move this project along. He thanked staff, the Giants and 
others involved in this project. 

Commissioner Brandon echoed her fellow Commissioners comments and 
thanked the development team for their continued interest in this project 
despite the current economic condition that we are in. She also thanked Ruth 
Gravanis and the advisory panel and Port staff for the hard work that went 
into the analysis of this very complex project. Although we still have ways to 
go and key issues to work out, she's confident that Port staff and the 
development will work closely and quickly to resolve some of the remaining 
points to help move this project fon^/ard. She thanked everyone for their 
efforts. 

Commissioner Lazarus seconded Commissioner Brandon's comments. 

ACTION: Commissioner Brandon moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-26 was approved. 

12. NEW BUSINESS / AGENDA SETTING 

Commissioner Fong indicated that he'd like to bring this item back again in the 
Executive Director's report at next meeting but wanted to acknowledge that last 
week was Monique Moyer's 5^^ year employment anniversary at the Port of San 
Francisco. He'd like to celebrate more formally. This is a very difficult job. He 
congratulated her on her 5^^ year anniversary . 

Ms. Moyer thanked Commissioner Fong for his remarks. It has been a challenging 
5 years but a very rewarding one. Listening to Tina's presentation today was pretty 
miraculous. She would not have bet her career on that five years ago. She thanked 
the Commission for the acknowledgement. 

Commissioner Brandon echoed Commissioner Fong's comments and added that 
we've come along way in the last five years. Monique has done a great job at 
building relations with the Mayor's office, the Board of Supervisors, with 
interdepartmental and the various city departments and the citizens that we are all 
here to support. She's done a great job in building relationships and the 
transparencies the Port has in all of our projects and the fact that she and staff 

M051 22009 

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have come up with and brought in new sources of revenues as evident by our 
agenda today. She congratulated Ms. Moyer for her five years. 

Ms. Moyer thanked the Commission on behalf of Port staff. It's a team effort and 
she's blessed with fabulous staff. 

Commissioner Lazarus indicated that was one of the observations she was going 
to make. She doesn't think it's coincidence that she has great staff. They all like 
working here today and sense the same challenges that Monique does and she's 
made it a pleasure to serve on this Commission and to feel like we're making 
progress. She can remember the days when all she was bringing up was clean-up, 
staff change, policy updates, etc. She feels that we're really moving fonward. She 
started making a list of all the things from legislation to successful ballot initiatives, 
covering the waterfront from the northeast down to Pier 70. It's been fun and she 
looks forward to working with her. 

Monique Moyer, Executive Director, indicated that we have quite a bit of items 
listed through the July meeting. The July meeting looks to be a fairly full agenda if 
we are able to stay the course with the CEQA process for the Exploratorium. There 
are approvals for the July meeting related to the Exploratorium which are 
dependent upon the Planning Commission approving the environmental, which 
currently looks to be on track. We have our budget presentation at the end of this 
month. We will be coming back with any changes that come up but probably not 
until August although that is not reflected on the fon/vard calendar. We have a lot of 
business that we want to try to continue to achieve going forward. She cautioned 
that the July meeting could be pretty long and the May 26 meeting is the day after 
the Memorial Day weekend. Port staff is blessed to have a great commission. She 
thanked the Commission for their hard work and support of all of us and the many 
battles that they have protected the Port and looks forward to that continuing in the 
future. 

Commissioner Lazarus asked for an update in the fairly near future on the parking 
situation around here since the closure of Pier V2. She would also like to find out 
what we can put in place that would guarantee some more public art at Pier 14 and 
other appropriate spots. Ms. Moyer replied that the issue there is the Arts 
Commission's plan has not materialized. The artist declined to sign the agreement. 
Ms. Moyer reiterated Commissioner Lazarus' request to find a strategy that is not 
so dependent on the Arts Commission. 

13. PUBLIC COMMENT 

Corinne Woods, Neighborhood Parks Council, indicated that in the Blue Greenway 
planning process, there is another art opportunity. Ms. Woods invited the 
Commission to join Adah Bakalinsky who has written a book called. Staircases of 
San Francisco, when she does a hidden waterfront of San Francisco walk on June 
6. She's going to do a 1 0K walk from the Bow and Arrow sculpture in Rincon Park 
down south. Lunch at the Ramp and walk back. It's going to be a fundraiser for the 
Neighborhood Parks Council and to show part of the Blue Greenway. 

M051 22009 

-31- 



14. COMMUNICATIONS 

15. ADJOURNMENT 



ACTION: Commissioner Hardeman moved approval to adjourn the meeting; 
Commissioner Lazarus seconded the motion. All of the Commissioners were in 
favor. 

Commission President Fong adjourned the meeting at 5:30 p.m. 



M051 22009 

-32- 



SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

IVIichael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

IVIonique IVIoyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Piione: 415-274-0406; Fax: 415-274-0412 

AGENDA 
TUESDAY, MAY 26, 2009 
2:00 P.M. CLOSED SESSION 
/of 3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 
FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport. com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1 . CALL TO ORDER / ROLL CALL GOVERNMENT 

DOCUMENTS DEPT 

2. APPROVAL OF IVIINUTES - May 12, 2009 

MAY 2 2 2Q09 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

SAN FRANCISCO 

4. EXECUTIVE SESSION PUBUC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING ANTICIPATED 
LITIGATION MATTER. (Discussion Item) 

a. Closed session authorized pursuant to Section (a) of California 
Government Code Section 54956.9 (c) and San Francisco 
Administrative Code Section 67.10(d): 

A05262009 



Number of potential cases: J_ As defendant 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. This session is closed to any non-Citv/Port 
representative.* 

a. Property : Pier 96 

Person Negotiating : Port: Brad Benson, Special Projects Manager 
*SF Recycling & Disposal : Mike Crosetti 

Under Negotiation: Price Terms of Payment X_Both 

An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at Pier 96. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Memorial for Brian O'Neill, Superintendent of National Park Service - May 
29, 2009 from 1 1 a.m. to 2 p.m. at Crissy Field 

• California Assembly Approval of AB 11 76 related to Port Infrastructure 
Financing District 

• Update on Issuance of Request for Proposals for the Batching Plant 

• 10K Hidden Waterfront Walk benefiting the Neighborhood Parks Council - 
June 6, 2009 at 10 a.m. 



A05262009 

-2- 



I 



8. CONSENT 

A. Request authorization to advertise a Request for Qualifications (RFQ) 
soliciting As-Needed Environmental and Related Professional Engineering 
Services for three contracts, at $1 million each, totaling $3 million. (Resolution 
No. 09-27) 

9. PLANNING 

A. Informational presentation by San Francisco Planning Department staff 

regarding San Francisco's Open Space Framework, including the Recreation 
and Open Space Element. 

10. REAL ESTATE 

A. Status Report on Port Holdover and Month-to-Month Property Agreements 
and Approval of Month-to-Month Leasing Policy. (Resolution No. 09-28) 

11. ENGINEERING 

A. Informational presentation by the San Francisco Public Utilities Commission 
staff on the North Shore Force Main Sewer Improvement Project 
(Embarcadero, Drumm and Spear Streets) including Seawall Lot 351 located 
at Washington Street at Embarcadero. 

B. Request to award Master Contracts with two firms: Winzler and 
Kelly/Structural Design Engineers Joint Venture and Creegan + D'Angelo/F.E. 
Jordan Joint Venture for As-Needed Engineering and Related Professional 
Services in an amount not to exceed $1.5 million each. (Resolution No. 09- 
29) 

C. Request authorization to award Construction Contract No. 2722, Pier 27 
Shoreside Power Project to Cochran, Inc. in the amount of $4,848,000 which 
includes a 10% contingency for unforeseen conditions, plus under same or 
different agreement, three years of Operation and Maintenance beyond final 
completion in the amount of $275,806, for a total authorized expenditure of 
$5,123,806. (Resolution No. 09-30) 

12. NEW BUSINESS / AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation on the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates (June 9, 2009) 

• Request approval of the Port's Interim Leasing Policy (June 9, 2009) 

• Informational presentation on development opportunities for Seawall Lot 
330 (The Embarcadero at Brannan Street (June 9, 2009) 

A05262009 

-3- 



Request approval of the Port's Proposed Capital Program, Revenue Bond 
and Implementation Plan (June 9, 2009) 

Request approval of a Reimbursement Resolution related to the Port's 
Proposed Revenue Bond (June 9, 2009) 
Request approval of the Port's Debt Policy (June 9, 2009) 
Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (June 9, 2009) 

Request authorization to enter into a Memorandum of Understanding 
(MOU) with the San Francisco Department of Public Works (DPW) for the 
first two phases of Project Management, Architectural and Engineering 
Services for the Pier 27 Cruise Terminal (June 9, 2009) 
Request approval of Lease L-14646 with San Francisco Soccer, a non- 
profit corporation, for a term of two years for premises located at the valley 
of Pier 27-29 (June 9, 2009) 

Request authorization to advertise for competitive bids for the Americans 
with Disabilities Act Upgrades Project at 401 Terry Francois Boulevard 
(June 9, 2009) 

Request approval of amendment to Lease No. L-12540 with SF Recycling 
and Disposal at Pier 96 (June 9, 2009) 

Informational presentation on June 2009 Draft Preferred Master Plan for 
Pier70(July 14, 2009) 

Informational presentation update on the Port's Facility Assessment 
Program (July 14, 2009) 

Update of Ferry Building Area Parking (July 14, 2009) 
Request approval of the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates(July 14, 2009) 

Request authorization to award two (2) three-year leases for surface 
parking: Bid Opportunity A: Seawall Lot 301 commonly known as the 
Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, and 
Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded by 
Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the 
Embarcadero, all located in the northern waterfront (July 14, 2009) 
Request authorization to advertise a Request for Proposals (RFP) soliciting 
Structural, Civil and Marine Engineering Design Services for the Pier 43 
Promenade Project (July 14, 2009) 

Request authorization to award Pier 45 drainage improvements project 
(July 14, 2009) 

Request authorization for the Executive Director to execute Amendment 
One to the Transit Shelter Advertising Agreement with Clear Channel 
Outdoor, Inc. and the San Francisco Municipal Transportation Agency (July 
14,2009) 



A05262009 



• Informational presentation from San Francisco Transportation Agency's 
Bike Plan as it relates to Port property (August 1 1 , 2009) 

• Request approval of the Port's Revised Annual Operating and Capital 
Budgets for Fiscal Year 2009-10 (August 11, 2009) 

• Request adoption of the required California Environmental Quality Act 
Findings and the Mitigation Monitoring and Reporting Program in 
connection with the lease, development and historic rehabilitation of Piers 
15 and 17 by The Exploratorium, a California not-for-profit corporation 
(August 1 1 , 2009) 

• Request approval of the Lease Disposition and Development Agreement, 
Lease and Parking Agreement with The Exploratorium, a California not-for- 
profit corporation; request approval of the Tripartite Agreement with 
Baydelta Maritime, Inc. and The Exploratorium for relocation of Baydelta 
Maritime Inc.'s operations from Pier 15 to Pier 17; request approval of 
Schematic Drawings and of Amendments to the Waterfront Land Use Plan 
(August 11,2009) 

• Update on the Port's 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond Program (September 8, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (September 8, 2009) 

• Informational presentation regarding Lease No. L-14630 with D & G 
Company, LLC, for a fifteen and one half-year restaurant lease for 
premises located at 300 Jefferson Street subject to Port Commission and 
Board of Supervisors approval, and companion Sidewalk Encroachment 
License No. 14651 (Date to be determined) 

• Request approval of Memorandum of Understanding between the San 
Francisco Public Utilities Commission and the Port regarding the North 
Shore Force Main Improvement Project (Embarcadero, Drumm and Spear 
Streets) including Seawall Lot 351 located at Washington and the 
Embarcadero (Date to be determined) 

• Request authorization to enter into an Exclusive Negotiation Agreement 
with Seawall Lot 337 Associates, LLC to explore a mixed-use development 
project at SWL 337 and Pier 48 (Date to be determined) 

• Request approval of Lease No. L-14630 with D & G Company, LLC, for a 
fifteen and one half-year restaurant lease for premises located at 300 
Jefferson Street subject to Port Commission and Board of Supervisors 
approval, and companion Sidewalk Encroachment License No. 14651 
(Date to be determined) 

13. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 

A05262009 

-5- 



I 



Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

14. COMMUNICATIONS 



Communications to the Port Commission from May 8 to Mav 21 . 2009: 
From Mayor Gavin Newsom regarding Seawall Lot 337 
From Port staff, copy of letters to Paul Nixon, Susan Peters, John Super, 
Christopher Kenney, regarding the Pier 52 Boat Launch Ramp Parking Lot 
From Isabel Wade, Neighborhood Parks Council, regarding Seawall Lot 337 
From Captain Lynn Korwatch, Executive Director of San Francisco Marine 
Exchange, regarding history of the San Francisco Marine Exchange 
From David Lewis, Executive Director of Save The Bay, regarding Save The 
Bay's 2007-2008 Annual Report 

From Fisherman's Wharf Restaurant Association, regarding Triangle Parking 
Lot Bid Opportunity at Seawall Lot 301 



15. ADJOURNMENT 



A05262009 



-6- 



DATE 


TIME 


June 9 


2:00 p.m. 




3:15 p.m. 


July 14 


2:00 p.m. 




3:15 p.m. 


NOTES: 





JUNE/JULY 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

GROUP LOCATION 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nerney@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a quarterly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :00 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 orjim.maloney@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jonathan Stern @ 274-0545 orjonathan.stern@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1 . Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 



A05262009 



ACCESSIBLE MEETING INFORMATION 

EMBARCADERO ELEVATOR TO BE CLOSED - MAY 4, 2009 TO AUGUST 2009 

Please be advised that on Monday, May 4, 2009, BART will close the Embarcadero 
BART Station street-level elevator in order to replace the structure which houses 
the elevator entrance on the street level. The elevator will be shut down for 
approximately 3-1/2 months during this construction-until August 2009. People 
who rely on the elevators to enter and exit at Embarcadero should exit at 
Montgomery Station during this period. 

ALTERNATIVES TO EMBARCADERO: 

While the Embarcadero Street Elevator is closed, BART and Muni riders should exit the 
systems at Montgomery Street BART/Muni Station. 

The Montgomery Station elevator is located on Market and Sutter, approximately 3-1/2 
blocks from the location of the Embarcadero Station street elevator. If riders are unable 
to proceed from Montgomery under their own power, they can take any one of the 
following Muni lines which stop on Market Street near both Embarcadero and 
Montgomery: 

2 -- Clement 
7 -- Haight 
21 -- Hayes 
31 -- Balboa 

For information about the project or transit alternatives, contact the following: 

BART Transit Information 

(415) 989-BART / (925) 676-BART / (510) 465-BART 

TTY (510) 839-2220 

San Francisco 31 1 Customer Service Center 
311 / (415) 701-2311 /TTY (415) 701-2323 

You can also visit BART online: www.bart.qov or www.sfmta.com . 

If you need additional transportation planning assistance or would like information about 
paratransit during this project, call BART Accessible Services at (510) 464-6184 or Muni 
Accessible Services at (415) 701-4485 / TTY (415) 701-4730. 



A05262009 

-8- 



FERRY BUILDING: 

The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 

A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A05262009 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 

A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(a)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 

The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.orq/ethics . 



A05262009 

-10- 




PORTo 



SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



May 19, 2009 

MEMBERS, PORT COMMISSION 

Hon. Rodney A. Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Miciiael Hardeman 

Hon. Ann Lazarus 

Monique Moyer 
Executive Directb 




SUBJECT: Request Authorization to Advertise a Request for Qualifications (RFQ) 

Soliciting As-Needed Environmental and Related Professional Services for 
Three Contracts, at $1 Million each, totaling $3.0 Million 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

INTRODUCTION 

Port staff request Port Commission's authorization to advertise a Request for 
Qualifications (RFQ) soliciting as-needed environmental and related professional 
services. These services are required due to fluctuating needs at times when existing 
(Port and city staff) are unavailable to perform the required work. In addition, there are 
times when highly specialized expertise is required that otherwise does not exist with 
existing personnel resources due to the limited need for such expertise. 

The very nature of the Port's aging infrastructure and deferred maintenance creates an 
environment of many unanticipated urgent projects that require immediate attention. 
The timing for meeting these urgent project needs make it necessary to create a pool of 
as-needed consultants that are relatively immediately available to provide the requisite 
engineering and related professional services. The extensive requirements of the City 
and County of San Francisco procurement and employment processes make it 
impractical to rely on formally bidding every contract nor hiring temporary staff to 
perform these urgent tasks. Thus, the as-needed contracts provide the most cost- 
effective procurement method to meet these service needs. 







This Print Covers Calendar Item No. 8A 


P SAN FRANCISCO 








r 


PAX 41 S 974 0590 


UUPR sfnnrt nnm San Franrisrn nAQ4111 



BACKGROUND 

Historically, the Port has used as-needed contracts due to the resource limitations 
described above. However, prior to soliciting consultants to contract out these services, 
not only must Port staff secure the Port Commission's approval, but the Civil Service 
Commission's approval as well. As such, this matter is pending and It is scheduled for 
the June 15, 2009 Civil Service Commission hearing seeking authorization to contract 
out these services. In preparation for that hearing. Port staff met with the International 
Federation of Professional and Technical Engineers (IFPTE) - Local 21 and Department 
of Public Works staff to review the contract in detail and address any issues that other 
city departments or Local 21 may have, thereby receiving their informal approval to 
move foHA/ard with the Civil Service Commission request for official approval. 

This agreement was subject to the Port continuing to notify the Department of Public 
Works (DPW), other city agencies and Local 21 with notices of upcoming projects for 
as-needed contracts as well as other projects that are to be competitively bid. This 
notification will be performed through the quarterly contracting activity reports currently 
being provided to the Port Commission. In addition, the Port will provide Local 21 and 
DPW five (5) business days to respond to notices of intent to contract as-needed 
services (contract service orders), except marine engineering projects in which DPW 
does not have the expertise to perform. 

Section 6.64 of the San Francisco Administrative Code allows the department head to 
execute public work and professional service contracts on an as-needed basis which 
shall be assigned as contract service orders. All as-needed contracts shall provide for a 
not-to-exceed price and an expiration term of not more than five years, including all 
modifications. However, the department head shall not issue any new contract service 
order after three years from the date of award. No contract service order or multiple 
contract service orders for any single public work, whether in one phase or multiple 
phases, shall cumulatively exceed $200,000, including all modifications. A department 
head may issue or modify any contract service order(s) to exceed the foregoing limits 
only upon the department head's written determination establishing the urgency of the 
work and the justification for proceeding under Section 6.64 rather than by formal 
competitive process. 

Existing Port As-Needed Contracts 

The Port currently has three (3) as-needed environmental service contracts of which 
each are in the amount of $650,000. These contracts are due to expire June 30, 2009. 
However, when those contracts were approved by the Port Commission, authorization 
was also granted to extend those contracts for an additional one year. As such, the 
Port Contract Manager is in the process of extending those contracts by ten months to 
allow completion of projects that are already underway, but will not be completed by the 
June 30, 2009 contract expiration date. These contracts were awarded to: 1) Treadwell 
& Rollo/Hydroconsult Joint Venture; 2) URS Corporation; and 3) Weiss Associates. As 
of the date of this report, the following represents the CSO status for the firms currently 
in the environmental as-need contract pool: 



Page 2 



Name of Firm 


Total CSO Amount 


LBE Amount (sub) 


LBE % 


Treadwell & Rollo/Hydroconsult 
Joint Venture 


$491,574 


$105,756 


21.51% 


URS/Avila Joint Venture 


$547,088 


$220,879 


40% 


Weiss Associates 


$522,795 


$165,927 


31.73% 



Under the existing pool of as-needed contracts, tine Port Commission authorized staff to 
execute Contract Service Orders up to $200,000 without additional approval. However, 
the San Francisco Administrative Code delegates broad authority to the department 
head. Under the new proposed as-needed contracts. Port staff is requesting Port 
Commission authorization to delegate authority to the Executive Director (as 
department head) to authorize contract service orders up to $500,000 without further 
Port Commission approval, provided that the project meets the requirements of Section 
6.64 of the San Francisco Administrative Code to establish urgency and justification for 
doing so. Increasing the as-needed service value requiring Port Commission approval 
is beneficial in many ways: it alleviates the burden on Port Commission calendar, saves 
staff time used in developing and presenting Commission resolutions and expedites 
project delivery while still meeting all requirements of the City's Administrative Code. 

POTENTIAL SCOPE OF WORK 

Due to the nature of as-Heeded services, it is not feasible to define the scope of work in 
advance. Instead, we can only indicate the types of professional disciplines and work 
that might be required. Services may include full design services, partial specialized 
services or partial design services to supplement Port staff. It is anticipated that the 
lead consultant would be a civil or structural engineering firm. 

The consultants may be required to perform studies and investigations, prepare plans, 
specifications and cost estimates, write reports, and perform field inspections for various 
types of regulatory, environmental, and health and safety issues. These professional 
services shall be provided either by direct assignment of the consultants' personnel or 
through approved subconsultants. Examples of various types of work to be performed 
include, but are not limited to the following: 

1. Environmental Characterization and Compliance Issues including soil, 
sediment, and groundwater sampling and testing, site assessments, risk 
assessment and management, records management, construction support, 
regulatory strategy and liaison, remediation and monitoring, and environmental 
audits. Applicable laws and regulations include but are not limited to: 
California Health and Safety Code, California Code of Regulations, Title 22, 
San Francisco Health Code Article 22A, Toxic Substances Control Act, 
Resource Conservation and Recovery Act. 

2. Air and Water Permitting Issues including sampling and analysis of 
discharges to waters of the State, storm water management. Bay Area Air 
Quality Management and California Air Resources Board programs that relate 
to mobile sources, and process and sanitary engineering. 



Page 3 



3. Hazardous Materials, Hazardous Waste, and Solid Waste Management 
Issues including storage, transportation, use, removal, lawful disposal, 
manifests, business plans, underground tanks, health and safety concerns, and 
training and permit requirements. 

4. Environmental Review, Permitting and Analysis in support of Port capital 
projects, including the Port dredging program; Regulatory authorities include: 
San Francisco Planning Department, U.S. Army Corps of Engineers, Regional 
Water Quality Control Board, U.S. Fish and Wildlife Service, California 
Department of Fish and Game, Bay Area Air Quality Management District, San 
Francisco Department of Public Health and the San Francisco Bay 
Conservation and Development Commission. 

5. Technical support of Port Projects and Programs involving San Francisco 
Bay water quality, sediment quality, ecological, and permitting issues. 

Such projects and programs may require sediment sampling and analysis, 
hydrographic surveys, tidal and circulation studies, permitting for in-water 
projects, and other regulatory negotiations. 

6. Lead and Asbestos surveys, workplan development, and third-party oversight 
work. 

7. Geographic Information Systems/Information Management Systems 
Support for environmental applications, including document control and 
database development. 

8. LEED Review and Commissioning Support, including energy efficiency and 
conservation, water conservation, materials use, and other green building 
disciplines. 

The Port does not guarantee that any nor all of the above examples of services will be 
required under the as-needed contract. The above categories are to be used as a 
guide only. The Port may add certain highly specialized disciplines to the contract as 
needed. Firms awarded contracts from this RFQ may not be eligible to compete for 
related formally bid projects if the consultant(s) performed work that is used in the 
development of such formally bid RFP projects. 

SELECTION PROCESS 

Port staff proposes to procure the above services through a formal, fair and competitive 
process that starts with the advertisement of the RFQ. Although Port staff have met 
with the International Federation of Professional and Technical Engineers (IFPTE) Local 
21 and other city departments concerning the Port's intent to procure these services 
and secured their approval, the official Civil Service Commission approval is not 
scheduled until June 15, 2009. The Port will incorporate into its advertising, additional 
outreach efforts to local minority and women owned businesses. 



Page 4 



Tentative Schedule 

Activity Target Date 

Port Commission Authorization to Advertise May 26, 2009 
Civil Service Commission Authorization to 

Contract Out Services June 1 5, 2009 

Commence RFQ Advertisement June 17, 2009 

Pre-submittal Meeting July 8, 2009 

Submission Due Date July 22, 2009 

Short-list Announcement Week of August 3, 2009 

Interviews Weekof August 10, 2009 

Pre-Award Conference August 17, 2009 
(Insurance and Negotiated Billing Rates Concluded) 

Port Commission Request to Award Contract September 8, 2009 

New Contracts Commence October 1 , 2009 

This selection process will be a two step-process to establish contracts that will be 
recommended for contract award. The first phase of the process consists of the 
qualifications phases to determine the ranking of respondents to the RFQ solicitation. 
After the Port's Contract Manager and HRC Contract Compliance Officer have 
determined responsiveness to the RFQ, the first phase will commence to primarily 
include the evaluation panel's scoring of the written submittal and interviews. As such, 
an evaluation panel will be established to review the selection process, including 
references, the scoring of the written submittals and interviews. Fees are not a factor 
in the selection criteria for this phase of the selection process. The final 
recommendation shall be based upon a combination of the written submittal and 
interview scores which will each carry a 60% and 40% respective weight in the 
evaluation process. 

After the evaluation panel has determined the ranking of respondents to the RFQ, the 
next (second) phase of the process involves the negotiation of billable hourly rates for 
the duration of the proposed contract. In addition, verification of compliance with 
insurance and other city requirements will take place during this phase of the selection 
process. If the Port is unable to successfully negotiate billable rates based upon the 
current market rates with any of the top three ranked firms, then the next ranked firm on 
the ranked list of respondents to the RFQ will be contacted to commence negotiations. 
Such a determination of market rates will be based upon current rates charged to other 
city departments, as well as fees that may exist under current Port contracts or 
published industry rate schedules, whichever results in the best rates for the Port. As 
such, respondents to the RFQ will be encouraged to submit their best offer as part of 
the fee submittal by the submittal due date. 

Once the fees and contract terms have been agreed to by three firms from the ranking 
list and insurance documents have been received. Port staff will come back to the Port 
Commission with a recommendation for contract award. 



Page 5 



Local Business Enterprise (LBE) Subconsultrng Goal 

The Port's Human Rights Commission Contract Compliance Officer has established a 
20% LBE subconsulting goal for this proposed contract. In order to be eligible for 
contract award, each firm responding to the RFQ must either meet the 20% LBE 
subconsulting goal or demonstrate a good faith effort to meet the stated goal. In 
addition, firms competing for this RFQ must demonstrate non-discrimination in their 
selection of subconsultants. 



Page 6 



FUNDING 

Funding for these services will be allocated on annual basis through either the Port 
operating budget or capital budget. In some instances, other funding sources may 
apply such as grants or bond funding. Funding for each Contract Service Order will be 
identified prior to requesting CSO Proposals from consultants in the as-needed 
contracting pool. 

SUMMARY 

Port staff is ready to seek competitive qualifications and schedules of billing rates for 
services to be solicited in the Request for Qualifications, should the Port Commission 
approve this request. Therefore, staff request that the Port Commission approve the 
attached resolution providing authorization to advertise a Request for Qualifications 
soliciting as-needed environmental and related professional services. 



Prepared by: Norma Nelson, Contract Manager 

For: Tina Olson, Deputy Director 

Finance & Administration 
and 
Ed Byrne, Chief Harbor Engineer 



Page 7 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-27 

WHEREAS, The Port of San Francisco's Engineering Division is requested to provide 
essential services tliat exceed tine staff resources available to tiie Port and 
other City departments; and 

WHEREAS, the Port is anticipating an increase in environmental related professional 
services resource needs based upon its aging infrastructure and 
requirements of the Port's Ten Year Capital Plan; and 

WHEREAS, for several years now, Port staff has managed environmental professional 
resource demands through three existing "as-needed" environmental 
services contracts to augment staffing of important projects; and 

WHEREAS, the Port's as-needed environmental services contracts have provided a 

timely and cost-effective tool for the provision of professional services, but 
those contract terms are scheduled to expire on June 30, 2009; and 

WHEREAS, Port staff intends to secure the requisite Civil Service Commission 
approval prior to advertising; and 

WHEREAS, Port staff have drafted a Request for Qualifications (RFQ) to solicit as- 
needed environmental and related professional services; and 

WHEREAS, in the RFQ solicitation, staff has incorporated a 20% subconsulting goal 
for Local Business Enterprises as recommended by the Human Rights 
Commission (HRC); now, therefore be it 

RESOLVED, that the San Francisco Port Commission hereby authorizes Port staff to 
advertise a Request for Qualifications for three environmental and related 
professional services contracts, each in an amount not to exceed 
$1 ,000,000, with a term of three years, with an option to extend the term 
for one additional year in the Port's sole discretion, and to be used on an 
as-needed basis. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 26, 2009. 



Secretary 



Pages 



SAN FRANCISCO 

PLANNING DEPARTMENT 



MEMO 



TO: 



FROM: 



MEMORANDUM 



May 21, 2009 



MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Sarah Dennis Phillips, Senior Planner/^^^^^ 
City of San Francisco Planning Department 
David Beaupre, Senior Waterfront Planner 
Port of San Francisco 



1650 Mission St. 
Suite 400 
San Francisco, 
CA 94103-2479 

Reception: 
415.558.6378 

Fax: 
415.558.6409 

Planning 

Information: 

415.558.6377 




/, 



CC: John Rahaim, Director of City Planning 

Monique Moyer, Executive Director, Port of San Francisco 

SUBJECT: Informational Presentation Regarding San Francisco's Open Space 
Framework, including the Recreation and Open Space Element 



Introduction 

With its dramatic physical setting: made up of hilltops and mountains, surrounded by 
bay and ocean, city surrounded by nature on all sites and woven through by a natural 
landscape, San Francisco has an intrinsic connection with its environment. The 
opportunity the City provides to move outside and connect with nature has drawn 
countless thousands here over time, and that growth continues today. 

As our City grows, we need to ensure we do not lose site of these very qualities. To 
continue to offer its residents the opportunity to live in a vibrant, civic, livable place, 
yet still connect with the wonders of the natural world; San Francisco needs a 
roadmap to a world-class open space system. This is the goal of the Open Space 
Framework - to continue the City's legacy of fine parks and recreational 
opportunities, and to expand that open space system for the benefit of its citizens. 



This Print Covers Calendar Item No. 9A 



Memo 



The Process 

Beginning in summer 2007, the Planning Department, Mayor Gavin Newsom's Office 
of Greening and the San Francisco Recreation and Parks Department began 
working together with other City agencies, including the Port of San Francisco, to 
develop a comprehensive framework for the future of open space in San Francisco. 
Working closely with our nonprofit partner, the Neighborhood Parks Council, the 
team set out on a number of outreach efforts to achieve civic participation towards 
creating an Open Space Framework for the City of San Francisco. 

• Open Space Task Force: In November 2007, Mayor Gavin Newsom's Office 
launched the Mayor's Open Space Task Force. This Task Force represented 
various City and other public agencies including the Port and was composed 
of over 80 landscape architects, open space advocates and residents from 
around the City. The Task Force met over the course of a year, concluding in 
January 2009, and developed emerging themes for action, which set the 
structure for the Open Space Framework. 

• City Roundtable: Led by the Mayor's Office, all City agencies with lands or 
responsibilities related to open space or recreation met regularly to share 
ideas, update each other on programs, and discuss future possibilities for the 
City's open space network. Key participants include the Port of San Francisco, 
Department of Public Works, the Redevelopment Agency, the Unified School 
District, and others. 

• Working committees: Members of the Mayor's Open Space Task Force, 
including the Port and individuals representing specific open space 
perspectives, worked closely with staff in a series of working committees and 
focus meetings. These workgroups met in the interim of the larger Task Force 
meetings in order to compile Task Force outcomes and flesh out details on 
specific programs.Work groups looked at topics including Finance, Planning 
and Programming, Policy and Implementation, Natural Areas, Pedestrian and 
Bicycle Access, and others. The working committees created a number of 
specific policies, as well as recommendations for action. 

• Community workshops: The Neighborhood Parks Council and the City Open 
Space team spent three months meeting with neighborhoods and 
organizations throughout the City on the key goals of the Open Space Plan. At 
each community workshop, citizens gave feedback on favorite open space(s) 
in San Francisco, pointed out opportunities for new open spaces in their 
neighborhood, and talked about what types of spaces, facilities, and programs 
were needed to enhance the open space experience in the City. Working in 
small groups, participants reported back on their priorities for open space 
moving fon/vard in the future. 

As a planning process, the creation of the Open Space Framework represents a 
major partnership with our community, through the hundreds of citizens who have 
engaged in a public discussion about the future of the City's open space system. 
This dialog has not only shaped the products of the Open Space Framework, but has 
raised the hopes and the expectations of San Francisco's residents as stakeholders 
who will help ensure this Framework is carried out over time. 

SAN FRANCISCO O 

PLANNINQ OKPARTMENT ~ ^~ 



The Goal 

The comprehensive input gained from the Open Space Task Force, the working 
committees, and the community workshops led towards a single, broad-minded goal: 
To achieve an open space network that provides a diverse system of equitable, 
multi-functional and high-quality open spaces. The focus of the Open Space 
Framework is to build upon the open space assets that San Francisco's robust 
system already provides, and expand that system where necessary. This means: 

• Creating high-performing open spaces. In many cases, this means improving 
the City's existing open spaces with dynamic activation and programming. It 
also means that all new open spaces shall be designed according to these 
same principles. 

• Increasing and improving open space in high needs areas. The City's goal is 
to ensure that all San Franciscans are within a reasonable walk from an open 
space, and furthermore, that each resident has access to a wide range of 
recreational opportunities, from passive to active recreation. This may require 
new open spaces, more playgrounds, and more sports fields to meet 
excessive demand; as well as creative open space types such as alleyways. 

• Improving accessibility to and connectivity between open spaces throughout 
the City, through new trails, improved streets, sidewalks, bike lanes and 
increased transit. 

• Enhancing the biodiversity of the City's natural landscape, both in recreational 
open spaces and throughout its natural habitat. 

• Engaging community members as active participants in their open space 
system, not just as users but as resources for maintenance, improvement and 
long-term stewardship. 

• Securing resources, including funding, to meet the needs of a world-class 
open space system. 

Guiding Principles for an Open Space Network 

The Open Space Framework expands the traditional notion of open space, from 
isolated elements into an interconnected network that captures unique opportunities 
for creating and linking diverse types and sizes of open space. It combines regional, 
district, neighborhood, and community-serving open spaces that are accessible and 
connected, alive with diverse activities, and well-cared for. To ensure a holistic 
system, the Open Space Framework is based on eight guiding principles, which are 
generally consistent with the Port's Waterfront Land Use Plan and include: 

1 . INTEGRATED AND MULTIFUNCTIONAL: A major theme developed from the 
Open Space Task Force was the concept of "making the most of what we 
have." San Francisco's Open Space Framework therefore looks toward 
improving our existing open spaces by integrating a variety of open space 
types within each space, and by layering multiple functions and uses to create 
high-performing open spaces. It incorporates streets, alleyways, creeks, 
parks, habitat, urban forests, trails, recreational facilities, drainage, shorelines, 



SAN FRANCISCO 

PLANNINO DEPARTMENT 



commercial and civic spaces, backyards, and even buildings, as components 
of this system\ Very much like the Port's own plans. 

2. REGIONAL RESPONSIVENESS: The Open Space Framework promotes 
San Francisco's role in the regional context as an epicenter for ecological, 
economic, and cultural diversity. It aims to build on our City's intrinsic qualities, 
both natural and cultural, and to reflect the values we place on cultural 
diversity and biodiversity. Furthermore, it aims to create a network that 
inspires a deep connection to place. The Port of San Francisco plays a 
significant role in this principal by providing a connection in the Regional Bay 
Trail. 

3. EQUITY & ACCESSIBILITY: The Open Space Framework focuses improving 
environmental justice, through equitable spatial and programmatic distribution 
of open space. It aims to provide the maximum feasible access for all 
residents, workers and visitors, and works towards a democratic network that 
includes all neighborhoods in the benefits of a multi-functional open space 
system. 

4. CONNECTIVITY: The Open Space Framework envisions not a single concept 
of open space, but rather a wholly connected network. The open space 
system should facilitate non-motorized movement, enhance habitat through 
connectivity, link diverse neighborhoods, and be easy to navigate and 
understand. Very much like the Port's own plans along the waterfront. 

5. HEALTH AND SAFETY: The Open Space Framework uses open space as a 
way to increase the City's capacity to be a safe and healthful place to live. It 
promotes social interaction, wellness, and a healthy lifestyle by providing 
multiple opportunities for exercise, physical activity, cultural and social 
activities, and a connection to nature. 

6. ECOLOGICAL FUNCTION & INTEGRITY: With environmental sustainability 
as a driving theme, the Open Space Framework seeks to expand the quantity 
and quality of natural systems in the City, by promoting aquatic and terrestrial 
biodiversity, by designing for hydrological health, and by implementing 
environmental, ecological and conservation-minded strategies. The Storm 
Water Design Guidelines developed by the Port and the San Francisco PUC 
have policies that support this principle. 

7. SUSTAINING STEWARDSHIP: The Open Space Framework aims to engage 
San Francisco's residents as active, engaged participants in its future. Policies 
work towards shared, continued stewardship that increases the tangible link 
between citizens and their open space network. It seeks to create 
partnerships between public agencies, private business, and individual 
citizens to foster pride, purpose and community. The Port of San Francisco's 
relationship with Literacy for Environmental Justice on the programming and 
maintenance of Heron's Head Park is an excellent example of a successful 
stewardship partnership. 



^ One unique example is the Port's open space at Pier 14 where a functional breal<water was creatively 
integrated into a meaningful open space. 



SAN FRANCISCO A 

PLANNINQ DKPARTMENT ' ■*' 



8. FEASIBILITY & ADAPTABILITY: The long-term vision of the Open Space 
Framework includes near-term implementation actions as well as flexible long- 
term goals, to generate a set of mechanisms that are achievable and 
adaptable over time. Improvements to governance and maintenance are 
critical to achievement of its goals. Very much like the Port's own plans. 

Products of the Open Space Framework 

The Open Space Framework aims to provide all the elements needed to strive 
towards San Francisco's goal of a comprehensive open space network: a broad 
vision, a policy context, and a tangible task list for moving forward. To accomplish 
this, the Open Space Framework will include: 

1 . A Vision for Open Space - Providing a broad outline of what the City's ideal 
open space network should look like; this Vision sets forth the City's long term 
goals over the next 100 years. 

2. A General Plan Update - The General Plan is the guiding document for the 
City- it provides the basis for all government decision-making, and informs our 
decision makers, citizens, developers, decision-makers, and other cities and 
counties of the ground rules that guide change in our community. The 
Recreation and Open Space Element of the General Plan provides the goals, 
objectives, and policies that will guide open space development, acquisition 
and priorities for the City of San Francisco for the next 25 years. This Element 
updates and supersedes the City's former plan that was adopted in 1986. 
The Port and the Planning Department will continue to coordinate closely to 
make certain that the policies set forth are consistent with the Port's 
Waterfront Land Use Plan and vice versa. 

To set a course of action for implementing these documents, the City will follow their 
adoption with the development of an Action Plan - a flexible, short-term roadmap 
intended to be updated regularly to take advantage of the opportunities that may 
arise over time. The Action Plan will be developed as a set of five and ten year 
implementation programs describing who, how and when specific measures should 
be taken. While the Action Plan cannot guide specific site acquisition or renovation - 
those decisions have to be made at the neighborhood level - it will provide a plan of 
action for City agencies and our open space partners, advocates, organizations and 
residents. It also serves as a resource and planning guide for the Recreation & Parks 
Department 



Consistency witii Port Plan's 

The Recreation and Open Space Element update of the City's General Plan is 
generally consistent with the plans and policies of the Port's Waterfront Land Use 
Plan and other Plans that the Port has been coordinating with the Planning 
Department and other City agencies, including the Eastern Neighborhoods Plan, the 
City's Bicycle Plan and the Storm Water Design Guidelines. 

One of the more significant changes as it relates to the Port of San Francisco lands 
and as identified in the eight Principles, is the integration of the Port's lands into the 

SAN FRANCISCO C 

PLANNINa DEPARTMENT ~0- 



categories of open space types that previously organized the Recreation and Open 
Space Element. The existing policies were divided into five areas: 1) Citywide, 2) 
Shoreline, 3) Neighborhoods, 4) Downtown and 5) Regional Open Spaces. The 
updated ROSE now integrates the shoreline areas into each of the other 4 
categories, recognizing how the shoreline is integral to the other areas and provides 
an important connection and resource to the City, Neighborhoods and Region open 
space system. 

The Recreation and Open Space Element update and Open Space Framework's 
consistency with the Port's Waterfront Land Use Plan is demonstrated by the Port's 
existing and planned Open Space improvements. This is evidenced by 
improvements such as the Embarcadero Promenade as a Regional Connection on 
the Bay Trail and the Port's lead on the Blue Greenway planning effort to close the 
gap in San Francisco's Bay Trail; the variety of open spaces addressing Equity and 
Diversity such as Piers 7 or 14, Rincon Park or Islais Creek Landing; the Ecological 
Function, Stewardship and Health and Safety principles, such as Heron's Head Park, 
the Pier 94 Wetlands and Amador Street Stormwater swales each of which are at the 
forefront of the principles identified. 

Specifically, Policy 2.2 supports the development of waterfront Open Spaces along 
the shoreline including planned improvements to: Islais Creek; Crane Cove Park at 
Pier 70; the Blue Greenway Northern Gateway at Sea Wall Lot 337, the Brannan 
Street Wharf, Northeast Wharf Plaza at Pier 27 and the Pier 43 Promenade. In 
addition, it recognizes that in order for these improvements to occur, that public 
funding from the City will be required to assist the Port of San Francisco. In February 
2008, voters of San Francisco agreed with this approach by allowing the Port to 
participate for the first time in a City General Obligation Bond for Clean and Safe 
Parks. It is anticipated that the Port will continue to be allowed to participate in future 
open space bonds and that as articulated in the Eastern Neighborhoods Plan, that 
the Port will be able to utilize development impact fees from non- port development 
projects to support Port open space improvements. 

Since the release of the Framework and the Draft Recreation and Open Space 
Element, an error was also identified in both the Vision map and in Policy 2.2, in 
which, the Piers 90 -96 and Backlands area was suggested as an open space 
opportunity. This error was a misunderstanding regarding the duration and 
importance of the existing maritime cargo uses and will be corrected. 

Additionally, there are a number of polices which, as drafted, have implications on 
Port property. Port and Planning staff will be working together to clarify these policies 
so that they align with the Port's Waterfront Land Use Plan. Edits and amendments 
that provide such clarification will be forthcoming as staff continues to work on the 
drafts. 



Conclusion 

We are pleased to present to you these elements of San Francisco's Open Space 
Framework. But these elements only starts the process of improving our open space 
network; it is the continued support of City officials, the immediate action of our City's 
agencies, and the ongoing participation of the City's open space partners that will 

SAN FRANCISCO n 

PLANNING DEPARTMENT ~V>~ 



bring it to fruition. We need to respond to this call for action, and work towards 
bringing about our Open Space Vision. We need to commit to advancing the next 
phases of planning called for in the Recreation and Open Space Element. We need 
to move on the programs set forth in the Action Plan. Next steps for the Port: 
The Port will continue to work with the Planning Department, the Mayors Office and 
stakeholders on reviewing and providing input on the Recreation and Open Space 
Element update and Framework Concept; drafting the Action Plan and continued 
coordination with the City's Capital Planning Committee, Recreation and Parks 
Department and Planning Departments on funding and bonding opportunities for 
open space improvements. Port staff will also provide the Port Commission with 
periodic updates and will seek your thoughts and guidance as we work on our 
projects. 



Prepared by: Sarah Dennis Phillips, Senior Planner 

City of San Francisco Planning Department 

and 

David Beaupre, Senior Waterfront Planner 

Port of San Francisco 



SAN FRANCISCO "7 

PLANNINQ DEPARTMENT ~ f ~ 




PORT-- 

SAN FRANCISCO 



MEMORANDUM 



TO: 



May 21, 2009 

MEMBERS, PORT COMMISSION 

Hon. Rodney A. Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Michael Hardeman 

Hon. Ann Lazarus 



$FROM: 



Monique Moyer 
Executive Director 



,AJIMd^ 



SUBJECT: Status Report of Port Holdover and Month-to-Month Property Agreements 
and Approval of Month-to-Month Leasing Policy 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

INTRODUCTION 

On October 9, 2008, the Board of Supervisors Budget Analyst ("Budget Analyst") made 
the following recommendation in the context of his report on a proposed lease betv^een 
the Port and Portco, Inc. for a retail lease opportunity at 360 Jefferson Street: 

"[The Budget Analyst recommends that] the Port ... provide the Board of 
Supervisors with a written report on all of the Port's existing month-to-month 
leases including the following information: (a) the monthly rent, (b) the 
location of the month-to-month lease, (c) the date on which the month-to- 
month lease became effective, (d) the name of tenant, and (e) the reason for 
the month-to-month lease." 

On December 10, 2008, the Budget and Finance Committee of the Board of 
Supervisors convened a hearing on the number, location, effective date of and reasons 
for leases or permits between third parties and City departments which are month to 
month, with responses from Department of Recreation and Park, the Real Estate 
Division (RED) and the Port of San Francisco (File 081325). 

The Board of Supervisors inquiry examined two types of Port leases: "holdover leases" 
which were initially entered for a specified term, but where the term has expired and the 
leases continue on a month-to-month basis as provided by law, and "month-to-month 

THIS PRINT COVERS CALENDAR ITEM NO. 10A 



SAN FRANCISCO 



leases", which the Port initiated on a month-to-month basis with no specified term. The 
Budget Analyst posed the question of whether the Port's month-to-month leasing 
practices had the effect of avoiding Board of Supervisors' oversight pursuant to Charter 
Section 9.1 18 (providing for Board of Supervisors approval of all non-maritime leases 
with a term of ten or more years or anticipated revenue of one million dollars or more). 

On January 13, 2009, Port staff gave an informational presentation to the Port 
Commission (Item 11a Holdover and Month-to-Month Leasing Review) providing an 
overview of Port leasing practices, describing the steps the Port has undertaken to 
address a significant bacl<log of holdover and month-to-month leases, and answering 
the specific questions about month-to-month leases posed by the Budget Analyst. 

This report provides a brief update regarding the Port's holdover and month-to-month 
leasing project and describes a proposed month-to-month leasing policy setting forth 
the conditions under which the Port Commission could authorize Port staff to enter new 
month-to-month leases. 

HOLDOVER AND MONTH-TO-MONTH LEASE PROJECT 

Since January 2008, in conjunction with RED, the Port has implemented a plan to 
competitively bid and/or renew leases with existing tenants currently on holdover and 
month-to-month status ("Project"). 

RED currently provides the Port with 1 Principal Real Property Officer (Classification 
4143) on a full-time basis to staff the project. The terms of the Port-RED Project MOU 
provide for Port reimbursement of RED staff costs plus any contractual increases 
pursuant to employee labor agreements, with an incentive payment mechanism in lieu 
of RED employee overhead costs. 

Project Staffing 

Project Coordinator: Port Development Coordinator 

Staffing: RED Principal Real Property Officer 

Port Feasibility Analyst 
Port Regulatory Specialist 
Port Real Estate Staff 
Deputy City Attorneys 

As of May 2009, the Project is transitioning project coordination back to the Port Real 
Estate Division, with RED and Port Project staff reporting to the Deputy Director of Real 
Estate. The Deputy Director of Real Estate has assigned dedicated Port leasing staff to 
perform holdover lease renewals on an ongoing basis. 



Holdover and Month-to-Month Lease Project Progress Report 

Since its inception in early 2008, the Project has effectively addressed the Port's large 
backlog of holdover leases. At the start of the Project, there were 149 agreements on 
holdover terms. Recently, the project has been expanded to include leases originally 
entered into on a month-to-month basis expanding the total list to 331 . 

The Project Team prioritized holdover and month-to-month lease renewals with existing 
tenants based on Port revenue potential. Of the more than 300 Project leases, staff has 
addressed 98 leases through negotiation of new leases, implementation of rent 
increases or lease termination, generating in excess of $50,000 in additional monthly 
revenue or $600,000 annually. Another 121 leases are actively under negotiation and 
are estimated to produce approximately $30,000 in additional monthly revenue or 
$360,000 annually. With several exceptions involving more complicated deals that are 
still under negotiation, the remaining Project leases represent significantly less revenue 
potential on a per lease basis. 

In summary: 

• 23 new, market rate leases with existing tenants have been executed; 

• 38 holdover leases were increased to market rate (where the tenant was either 
non-responsive or not interested in a new term lease); 



• 



22 agreements were confirmed at current fair market rent and warranted a 
continued month-to-month term; 



• 1 5 tenants were terminated by the Port or chose to terminate their leases with 
the Port; 

• 121 Project leases are in process; 

• The remaining 112 leases are awaiting processing, or fall into in categories that 
may not be appropriate for term leasing, as described below. 

MONTH-TO-MONTH LEASING POLICY 

As described in the January 13, 2009 Port Commission staff report, the Port prefers to 
enter into term leases with terms of three or more years to maintain a stable revenue 
base. However, this strategy does not fit all lease situations or locations, in which case 
the Port relies on month-to-month leases as part of its overall real estate strategy. 

Port policy is to charge market rent for month-to-month agreements, except for certain 
license agreements (such as certain geotechnical or environmental investigation of Port 
property) consistent with the Port Commission's approved Monthly Rental Rate 
Schedule. 



-3- 



Port staff suggests that month-to-month agreements are an appropriate real estate 
strategy under the following conditions: 

1 . To obtain interim revenue when the Port Commission has directed Port staff to 
issue a competitive solicitation or enter sole source or exclusive negotiations for 
leasing or development of a specific Port property or the Port Commission plans 
a capital project at a facility that will require tenant relocation. Under these 
circumstances, entering into longer term agreements with new tenants has the 
potential to frustrate clearing the property in anticipation of the start of 
construction. 

2. For storage agreements, including fish gear storage, not to exceed $5,000 in 
total monthly rental income. Due to the transient nature of storage activities and 
the modest rent obtained from such leasing, term agreements are difficult to 
market and provide insignificant financial benefits. 

3. For parking spaces, except for parking lots. Parking needs change for any given 
tenant over time and the Port has limited parking resources to allocate to its 
tenants, so flexibility in the allocation of these spaces is appropriate. 

4. For use of public rights of way. The Port has numerous agreements for the use 
of public rights of way, including utility easements, curb space (bus parking, etc.), 
berthing space (not connected to a long-term leased premises), and sidewalk 
encroachment space (e.g., on Jefferson Street). Given the public orientation of 
this type of space, term agreements are not appropriate for public rights of way. 

5. For use of, or access to. Port-owned equipment. 

6. To allow structural, geotechnical or environmental investigation of Port property. 

7. For other short-term agreements, such as for construction lay-down purposes, 
where the precise duration of the activity is unknown, but staff finds that a term 
lease of three or more years is impractical. 

8. During periods of adverse commercial real estate market conditions, when some 
prospective tenants are unwilling to sign term leases, but where the term of such 
a lease on a month-to-month basis is limited to a maximum of twenty-four (24) 
months. 

9. For other agreements where the Port Executive Director finds a public purpose to 
enter a month-to-month lease, but where the term of such a lease is limited to a 
maximum of twenty-four (24) months. 



-4- 



STAFF RECOMMENDATION 

Port staff recommends Port Commission approval of the attached resolution approving 
a month-to-month leasing policy. Subject to policy direction from the Port Commission, 
Port staff proposes to submit the proposed policy to the Board of Supervisors for its 
concurrence. 



Prepared by: Brad Benson, Special Projects Manager 

Phil Williamson, Development Project Coordinator 



-5- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-28 

WHEREAS, Charter Section 4.1 14 empowers the Port Commission with the power and 
duty to use, conduct, operate, maintain, manage, regulate and control the 
Port area of the City and County of San Francisco; and 

WHEREAS, the Port's operations and credit rating are best served by maintaining a 
stable revenue base through term lease agreements with Port tenants; 
and 

WHEREAS, in limited circumstances, however, month-to-month property agreements 
are an appropriate real estate strategy; now, therefore, be it 

RESOLVED, the Port Commission authorizes Port staff to enter month-to-month 
agreements under the following circumstances: 

1 . to obtain interim revenue when the Port Commission has directed Port 
staff to issue a competitive solicitation or enter sole source or exclusive 
negotiations for leasing or development of a specific Port property or 
the Port Commission plans a capital project at a facility that will require 
tenant relocation; 

2. for storage agreements, including fish gear storage, not to exceed 
$5,000 per month; 

3. for parking spaces, except for parking lots; 

4. for use of public rights of way, including utility easements, curb space, 
berthing space, and sidewalk encroachment space; 

5. for use of, or access to. Port-owned equipment; 

6. to allow structural, geotechnical or environmental investigation of Port 
property; 

7. for other short-term agreements (such as construction laydown), where 
the precise duration of the activity is unknown, but staff finds that a 
term lease of three or more years is impractical; 

8. during periods of adverse commercial real estate market conditions, 
when prospective tenants are unwilling to sign term leases, but where 
the term of such month-to-month lease is limited to a maximum of 
twenty-four (24) months; and 



-6- 



Resolution No. 09-28 
Page 2 

9. for other agreements where the Port Executive Director finds a public 
purpose to enter a month-to-month lease, but where the term of such a 
lease is limited to a maximum of twenty-four (24) months; and be it 
further 

RESOLVED, that all such month-to-month agreements will be subject to Port 

Commission policies, including but not limited to Port Commission 
Resolution 08-39 approving the Fiscal Year 2008-2009 Monthly Rental 
Rate Schedule, Parking Rate Schedule, and the Fiscal Year 2008-2009 
Special Event and Filming Rate Schedule, and any successor policy 
thereto. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 26, 2009. 



Secretary 



I 




PORT- 



SAN FRANCISCO 



MEMORANDUM 



TO: 



May 20, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Sliakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



FROM: 



Monique Moyer 
Executive Directo 



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SUBJECT: Informational presentation by San Francisco Public Utilities Commission 
staff on North Shore Force Main Sewer Improvement Project including 
Seawall Lot 351 located at Washington Street at Embarcadero. 

DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 

INTRODUCTION 

The San Francisco Public Utilities Commission (SFPUC) Waste Water Enterprise will 
begin construction of the North Shore Force Main ("force main") Improvement Project 
starting Fall 2009. Currently, the force main sewer runs along the Embarcadero 
Roadway between North Point Street and Channel Pump Station on Mission Creek. 
The proposed construction project will reroute flow from a structurally deficient portion of 
the force main between Washington Street and Howard Street away from the 
Embarcadero to a new alignment along Drumm and Spear Streets (see Attachment 1 ). 

The proposed project includes open trenching on Spear, Drumm and Howard Streets, 
and underground work in the Jackson Street right-of-way and crossing Market Street. 
Most of the project will take place off of Port property. The proposed design will make 
use of the existing combined sewer overflow structure that runs along Jackson Street 
and crosses Seawall Lot (SWL) 351, reducing the need for excavation on Port property. 
Two subsurface vaults will be built in the sidewalk adjacent to SWL 351 to transition the 
existing force main from the Embarcadero into the combined sewer overflow structure. 
Construction of these vaults will require minor excavation at SWL 351 and the adjacent 
sidewalk area. The proposed project will be fully funded by SFPUC. 



This Print Covers Calendar Item No. 11 A 



OF SAN FRANCISCO 



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FAX 415 274 0528 



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Port staff is currently working witli SFPUC to develop a Memorandum of Understanding 
(MOU) that will: 1 ) document SFPUC's easement for the combined sewer overflow 
structure at SWL 351 , including the area to be occupied by the new vault structures; 
2) define SFPUC's rights and obligations with respect to construction of improvements 
along the easement, and 3) memorialize SFPUC's long-term maintenance obligations 
for the easement. 

BACKGROUND 

The North Shore Force Main is a critical piece of SFPUC infrastructure that conveys 
sewage from Northeast San Francisco towards the Southeast Wastewater Treatment 
Plant in Bayview Hunters Point. Roughly a third of San Francisco's geographic area, 
including the entire Northeast Waterfront, and up to 375,000 people are served by this 
sewer. The force main in the vicinity of Pier 1 suffered localized failures on two 
occasions in 2008 which necessitated emergency repairs by SFPUC crews. 
Inspections performed by SFPUC staff after the repairs were completed revealed that a 
portion of the force main between Pier 1.5 and the Agricultural Building had deteriorated 
significantly, a situation that could result in catastrophic failure in the vicinity of the Ferry 
Building. 

Upon discovering the deteriorated condition of the force main, SFPUC staff immediately 
established a capital project for its replacement ("North Shore Force Main 
Improvements Project"). SFPUC proposes constructing a new force main that will 
reroute flows away from the Embarcadero and provide system redundancy in the 
vicinity of Ferry Plaza (see Attachment 1). Specific to Port property, two subsurface 
vaults would be constructed at SWL 351 along the northern and southern edge of an 
existing SFPUC combined sewer right-of-way. These vaults would be used to reroute 
flow from the existing line to the new line, and vice versa. Once the new portion of the 
force main is constructed and in service, the existing portion of the force main will be 
taken out of service for inspection and repair. 

SFPUC has coordinated with representatives from the Port to ensure that these 
infrastructure improvements are designed and constructed in a manner that minimizes 
impacts to future development of SWL 351 . SWL 351 is currently the primary parking 
lot for the Ferry Building, with 80 striped spaces and valet capacity for approximately 
100 cars. Construction of the underground vaults needed to realign the force main will 
require use of SWL 351 for construction laydown space and could displace 
approximately 41 parking spaces over a period of eight to ten months. 

MOU BETWEEN SFPUC AND PORT 

Port staff has been working closely with the SFPUC since late 2008 to refine the project. 
The project design locates the vaults in the sidewalk areas and supports those vaults 
with piles to minimize impact on future redevelopment of SWL 351 . The PUC will also 
remove an abandoned SFPUC pipeline that currently crosses the SWL 351 
development footprint. To minimize the construction period impact on parking at SWL 
351 the Port has agreed to lease SWL 347 South to the SFPUC for construction lay 



down space. SWL 347 South is located at the intersection of Howard Street and the 
Embarcadero and is not currently leased. 

Port and SFPUC staffs are currently negotiating a Memorandum of Understanding 
(MOD) that will be presented to the Port Commission for approval at a subsequent 
meeting. The MOD will address the following issues: 

1 . Appropriate project review and permitting by Port staff 

2. Implementation of construction techniques that will minimize noise and other 
impacts to the neighboring community 

3. Assurances that the SFPUC will bear the costs and liabilities associated with this 
project. 

4. A requirement that the SFPUC contract with the Ferry Building tenant, Equity 
Office Properties (EOP), for access to SWL 351 during the project. 

5. Measures to reduce the impact of the loss of parking in the area on Saturday 
mornings. Such measures (likely a shuttle and promotion efforts) would be 
implemented in coordination with EOP. 

6. Documentation of the locations of the new vaults and existing SFPUC 
infrastructure on SWL 351. 

7. SFPUC's confirmation that it has taken measures to limit negative impacts on 
potential future development of SWL 351 , and that such development has been 
considered in the design of the North Point Force Main Improvements Project. 

The MOU will be effective until such time the SFPUC sewer facilities are no longer 
required. At such time, the SFPUC shall take actions necessary to deactivate and 
remove the SFPUC sewer facilities as may be reasonably required by Port, and restore 
the area to its original condition. 

COMMUNITY OUTREACH 

On April 1 , 2009, SFPUC staff briefed the Northeast Waterfront Advisory Group about 
the project. Although there were questions, there was support for repairing the sewer 
line to avoid future breaks and emergency repairs. The SFPUC has also met with other 
stakeholders in the area including business and residential interests and developed a 
Fact Sheet describing the project for distribution to the local community (Attachment 2). 

NEXT STEPS 

Following this presentation, Port staff will complete its negotiation of the MOU with PUC. 
The SFPUC current schedule for the project is: 

• June 2009 SFPUC puts project out to bid 

• July 2009 Port Commission Resolution approving Port/SFPUC MOU 

• August 2009 SFPUC Commission awards contract and approves 

-Port/SFPUC MOU 

• Sept. 2009 Begin Construction 

• Jan to Sept 2010 Projected Displacement of parking from SWL 351 

• October 2010 Complete Construction 

-3- 



RECOMMENDATION 

No action is requested at this time. Staff will return to the Port Commission to request 
authorization to enter into the MOU negotiated with the SFPUC. Thereafter SFPUC 
staff will provide periodic updates, as necessary to keep the Port and its stakeholders 
informed of the work's progress. 



Prepared by: 



John Mundy, Utility Specialist 
Kathleen Diohep, Project Manager 
Elliott Riley, Sr. Property Manager 



Prepared for: 



Ed Byrne, Chief Harbor Engineer 

Byron Rhett, Deputy Director, Planning and Development 

Susan Reynolds, Deputy Director, Real Estate 



Attachments: 



Attachment 1 : 
Attachment 2: 



Aerial View of SFPUC North Shore Force Main Project Site 
Fact Sheet SFPUC North Shore Force Main Project Site 




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GAVIN NEWSOM 

MAYOR 

ANN MOLLER CAEN 

PRESIDENT 

F.X. CROWLEY 

VICE PRESIDENT 

FRANCESCA VIETOR 

COMMISSIONER 

JULIET ELLIS 

COMMISSIONER 

ED HARRINGTON 

GENERAL MANAGER 



ATTACHMENT 2 
SAN FRANCISCO PUBLIC UTILITIES COMMISSION 

1155 Market St., 11th Floor, San Francisco, CA 94103 • Tel. (415) 554-3155 • Fax (415) 554-3161 • TTY (415) 554.3488 



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Sewer Repair and Replacement Program 

North Shore Force Main Sewer Improvement Project 

(Embarcadero, Drumm, Spear and Howard Streets, 

San Francisco) 

Revised Fact Sheet 
(May 2009) 

background: 

San Francisco's wastewater collection system is a combined system and consists of 
1 ,000 miles of sewers that transport sanitary flow and stormwater runoff. More than 
70% of the city's sewers are over 70 years old. Since the late 1970's, the San 
Francisco Public Utilities Commission (SFPUG) has been working on sewer 
improvement projects throughout the City and at our wastewater treatment plants 
with the ongoing Sewer Repair and Replacement (R&R) Program. There are usually 
dozens of these R&R projects happening at any given time throughout the city. Each 
of these R&R projects, are coordinated with the City's street paving program through 
the Department of Public Works (DPW). 

WHY DO WE NEED THIS PROJECT? 

The North Shore Force Main is an important sewer line that transports all sanitary 
sewage from the northeastern part of San Francisco to the Southeast Treatment 
Plant for treatment. In 2008, there were two emergency repairs on the existing force 
main, located on the Embarcadero, and the SFPUC determined that a portion of that 
existing pipeline is in need of rehabilitation. The existing pipeline is the only one 
transporting sanitary sewage from the northeastern part of the City, and before it can 
be taken out of service for repair or replacement, a redundant pipe needs to be 
constructed. 

The purpose of this project is to construct a new force main pipeline to divert sanitary 
sewage away from the portion of the force main that is susceptible to failure. Overall, 
this project will increase sewer system reliability in the area. 

WHERE WILL THIS PROJECT TAKE PLACE? 

• Sidewalk area of Embarcadero Street, adjacent to the Ferry Building Parking Lot 
(also known as SWL 351), between Washington Street and Broadway Street; 

• Closed Jackson Street right-of-way from Embarcadero to Drumm Street - 
trenchless/underground work 

• Drumm Street, from Jackson St. to Market Street 

• Market Street intersection, off Spear Street - trenchless/underground work 

• Spear Street, from Market Street to Howard Street 

• Howard Street, from Spear Street to Steuart Street 



Please refer to attached map for details. 



WHEN WILL CONSTRUCTION START? HOW LONG WILL IT LAST? 

This project is tentatively scheduled to start in Fall 2009, and will last approximately 
12 months. Rainy weather may increase the duration of construction because sewer 
work cannot take place during heavy rain. There will be no construction work during 
the holiday season (from Thanksgiving 2009 until January 2010). 

Work schedules will vary depending on the work location to reduce impact on 
transportation and surrounding community (businesses and residences). Once a 
Contractor is selected, a more detailed work schedule will be provided. 

PARKING 

The SFPUG is working closely with the Port of San Francisco and the San Francisco 
Municipal Transportation Agency to minimize the displacement of parking resources. 
To reduce the impact on the primary parking lot for the Ferry Building and Farmers 
Market, the SFPUG will work with the Port of San Francisco and assist with locating 
alternative parking resources in the area and closely monitor contractor activity to 
minimize the displacement of parking to the extent possible. 

WHAT TYPE OF CONSTRUCTION WORK SHOULD I EXPECT? 

A combination of trenchless (underground) work and open-cut trenching in various 
areas of the project alignment: 

• Open-cut trenching in sidewalk area on Embarcadero Street, adjacent to the 
Ferry Building Parking Lot, between Washington Street and Broadway Street; 

• Open-cut trenching along Drumm Street, Spear Street and Howard Street; and 

• Trenchless (underground) work on Jackson Street (between Embarcadero and 
Drumm Street), and on Market Street. 

WILL OUR SEWER SERVICE BE INTERRUPTED? 

Sewer service in the area will NOT be interrupted during construction. 

HOW IS THIS PROJECT FUNDED? 

This project is made possible through your wastewater service charges. These 
service charges also pay for capital improvement projects, the maintenance and 
operations of our two 24-hour wastewater treatment plants and over 1 ,000 miles of 
sewers. 

QUESTIONS? 

For public inquiries, contact Idil Bereket, San Francisco Public Utilities Commission 
(SFPUG), Communications, at ibereket@sfwater.orq or 415-554-0741. You can also 
call the main line at 415-554-3289 and ask for assistance. 

A detailed notice on work schedule, hours, street parking restrictions and road 
closures, as well as contact information during construction will be distributed 
throughout the work area prior to construction. "No parking" signs will be 
posted in advance if necessary. Driveway access will be available at all times 
during construction unless otherwise notified. 



To report sewer emergencies, clogged catch basins (storm drains) or street flooding, call San 
Francisco's 3-1-1 or visit the online self service portal at www, sfgov. orQ/3 1 1 . 




~PORT°_ 

SAN FRANCISCO 

MEMORANDUM 

May 18, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Sliakofsl<y, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

FROM: MoniqueMoyer ^ A^I^^^^OT 

Executive Director ' 

SUBJECT: Request to Award Master Contracts with two firms: Winzler and 
Kelley/Structural Design Engineers Joint Venture and Creegan + 
D'Angelo/ F. E. Jordan Joint Venture for As-Needed Engineering and 
Related Professional Sen/ices in an amount not to exceed $1 .5 million 
each 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

INTRODUCTION 

As-needed professional service contracts are professional service contracts procured 
on a request for qualifications (RFQ) basis to establish a pool of Master Agreements. 
These Master Agreements are used to contract under task orders or Contract Service 
Orders (CSOs), as needed to complete work that can not otherwise be performed by 
existing City and County of San Francisco staff. Contract Service Orders may be 
generated through informal Requests for Proposals from firms in the established pool or 
consultants may be selected for CSO award based upon unique requirements of a 
particular project. 

Currently, the Port retains architectural and engineering related professional services on 
an "as-needed" basis through its two existing architectural and engineering services as- 
needed Master Agreement (contracts) with the following firms: 

1 . Creegan + D'Angelo 

2. Tom Eliot FischA/Vinzler & Kelly Engineers Joint Venture 



This Print Covers Calendar Item No. 11B 



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FAX 415 274 0528 



The above contracts (which were also awarded in the amount of $1 .5 million each) are 
due to expire on June 30, 2009 with a ten month extension pending to complete 
projects that commenced prior to April 10, 2009. In addition, the total of $3.0 million 
contracting capacity with these firms has virtually been exhausted with $1,404,715 
awarded to Creegan + D'Angelo and $1,242,263 awarded to TEF/Winzler & Kelly Joint 
Venture. As such, it is important to get these new contracts executed as soon as 
possible. 

The Port Commission, at its meeting on March 10, 2009, adopted Resolution No. 09-16, 
authorizing staff to issue a Request for Qualifications (RFQ) for As-Needed Engineering 
and Related Professional Services. The Request for Qualifications (RFQ) solicited 
responses from qualified firms to enter into three master agreements (contracts) for as- 
needed professional services over a three-year period at an amount not to exceed $1 .5 
million each. The Port Commission is being asked to authorize staff to enter into Master 
Agreements with two of the three top ranked firms responding to the Port's 
aforementioned RFQ in accordance with its Contract Award Criteria. These firms are 
Winzler & Kelley/Structural Design Engineers Joint Venture and Creegan + D'Angelo/ 
F.E. Jordan Joint Venture. 

Each firm recommended for contract award includes a joint venture partner with minority 
owned, local business enterprise status as certified by the San Francisco Human Rights 
Commission. In addition, each firm has committed to subcontracting 20% of the work to 
be awarded under the contract to Local Business Enterprises (LBEs). 

Neither of the recommended firms is guaranteed to receive work under the proposed 
contracts for the entire "not-to-exceed" contract amount. Services procured by these 
contracts are subject to funding availability, staffing availability and competitive 
proposals. 

This staff report provides the background, scope of work, selection process, funding and 
resolution summary. 

BACKGROUND 

Staff secured the requisite Civil Service Commission approval at its March 2, 2009 
regularly scheduled meeting with the support of IFPTE Local 21 . The Request for 
Qualifications was advertised on March 13, 2009. Port staff will continue to budget and 
utilize City staff from other departments through Interdepartmental Work Orders in 
instances where requisite city staff are available to perform work prior to soliciting 
outside consultants to perform work under these contracts. 

Section 6.64 of the San Francisco Administrative Code allows the department head to 
execute public work and construction-related professional service contracts on an as- 
needed basis which shall be assigned as contract service orders. However, such 
contract service orders can only be issued for three years after the date of award (for 
the Master Agreements). No contract service order or multiple contract service orders 
for any single public work, whether in one phase or multiple phases, shall cumulatively 
exceed $200,000, including all modifications. A department head may issue or modify 

-2- 



any contract service order(s) to exceed the foregoing limits only upon the department 
head's written determination establishing the urgency of the work and the justification 
for proceeding under Section 6.64 rather than by formal competitive process. 

The Administrative Code does not require the Port Commission to delegate such 
authority to the Executive Director since the Administrative Code already provides such 
authority to the Department Head. However, it has been the Port's practice to limit all 
CSOs for any single public work to $200,000 unless further Port Commission approval 
is obtained. There are times when due to unforeseen conditions or to preserve funding 
such as grants or to meet bond obligations, schedules are best not interrupted for the 
time that it takes to secure official Port Commission approval to exceed the $200,000 
limit as specified in the San Francisco Administrative Code. Examples where CSOs 
have exceeded $200,000 include the Pier 52 Boat Launch, Illinois Street Bridge and 
Pier 45 Drainage projects. As such, in this resolution, staff is requesting Port 
Commission authohzation to delegate authority to the Executive Director (as 
department head) to authorize contract service orders up to $500,000 without further 
Port Commission approval, provided that the project meets the requirements of Section 
6.64 of the San Francisco Administrative Code to establish urgency and justification for 
doing so. Increasing the as-needed service value requiring Port Commission approval 
is beneficial in many ways: it alleviates the burden on Port Commission calendar, saves 
staff time used in developing and presenting Commission resolutions and expedites 
project delivery while still meeting all requirements of the City's Administrative Code. 

Assignment/Scope of Work: 

As indicated in the resolution authorizing advertisement of the RFQ, due to the nature of 
as-needed services, it is not feasible to define a specific scope of work in advance. 
Instead, the RFQ provided descriptions of CSOs issued under the existing as-needed 
contracts and a list of the types of professional disciplines and work likely to be needed. 
The specific scopes of work will vary with differing project needs. The type of project 
activities and facility work anticipated under this contract includes (but is not limited to) 
dredging, bridges, harbors, piling (marine and land based) seawalls/wharfs, general 
utilities, security enhancements, renovation design work and etc. In addition to design 
related work, consultants may also be requested to provide services related to 
engineering cost estimates, specification preparation, peer reviews and second 
opinions. Port Project Managers/Coordinators within the Engineering, Real Estate, 
Planning & Development and Maritime divisions will prepare a description of work 
required (Specific Statement of Work) and estimated budget before informal Requests 
for Proposals (RFP) are issued to the approved pre-qualified list of teams. 

The informal RFP will require submittal of a fee proposal from one or both of the 
consulting teams. Project staff will be responsible for assuring that the proposed fees 
reflect a reasonable level of effort in terms of labor resources and any reimbursables, if 
applicable. Billing rates for various anticipated classifications for the multi-disciplinary 
team have been negotiated on a fixed basis for the duration of the recommended three 
year contract. The Port's Contract Manager will oversee contract administration and 
assist in facilitating periodic audits of CSOs and invoices. 

-3- 



After negotiating a reasonable fee, staff will Issue a Contract Service Order (CSO) to the 
selected firm whose proposal represents the best value and qualifications for the 
specific project. After the CSO has been certified as to funds, a notice to proceed will 
be issued to commence work under the Port Project Manager/Engineer/Coordinator's 
oversight. 

Selection Process: 

The Port advertised the RFQ on March 13, 2009 with a Local Business Enterprise (LBE) 
goal of 20% as determined by the Port's HRC Contract Compliance Officer. A pre- 
submittal meeting was held on March 25, 2009. Some 45 firms were represented at the 
pre-submittal meeting. 

The following six (6) consultant teams responded to the RFQ and were deemed 
responsive identified in alphabetical order): 

1 . Creegan + D'Angelo/FE Jordan JV 

2. Holmes Culley/Tennabaum JV 

3. KPFF Consulting Engineers 

4. Moffatt & Nichol 

5. URS/AGS Joint Venture 

6. Winzier and Keliey/Structural Design Engineers Joint Venture 

A four-member selection committee composed of two Port staff members and staff 
members from the San Francisco Public Utilities Commission reviewed submittals. The 
paper screening (written submittal) and interview phases of the selection process were 
evaluated using the following criteria: 1) Technical Approach; 2) Relevant Team 
Experience; 3) Staff Qualifications and 4) Team Organization. The written submittal 
phase represented 60% of the total score and the interview represented 40% of the total 
score. The heavier weight on the written phase is due to the need to hire teams with 
sufficient writing ability in managing the Port's projects. 

To expedite the selection process within the advertised schedule, all six (6) teams were 
invited for interview. Staff convened interviews on April 24, 2009 during which 
consultant teams responded to a series of questions and made a presentation of their 
qualifications. A summary of the raw scores for both phases of the evaluation process, 
as well as the raw combined total scores is attached as Exhibit 1 . These scores do not 
include the additional points that are added due to firms joint venturing with Local 
Business Enterprises (LBEs). Since KPFF Consulting Engineers did not joint venture 
with an LBE as a prime consultant, that firm did not receive the benefit of additional 
points that each of the three top ranked teams received. The final scores with HRC 
bonus rating points are reflected in the San Francisco Human Rights Commission 
Memorandum included as Exhibit 2 to this staff report. In addition, the HRC has 
provided a list of the recommended firms' LBE Subconsultant participation that includes 
the areas of expertise as well as LBE percentage participation. 



The top three ranked firms are as follows: 

1. URS/AGS Joint Venture 

2. Winzler & Kelly/Structural Engineering Design Joint Venture 

3. Creegan + D'Angelo/FE Jordan Joint Venture 

Although the URS/AGS Joint Venture team scored as the top ranl<ed team, as of this 
report writing, staff have not been successful in negotiating reasonable billing rates for 
this proposed three year commitment. As such, in accordance with the requirements of 
the RFQ, URS/AGS Joint Venture has until May 25, 2009 to reconsider their billing 
rates. At issue is the RFQ required billing rate cap of $200 per hour for all routine staff 
and the necessity for billing rates to reflect the market. 

Accordingly, Port staff recommends the award of contracts to Winzler and 
Kelley/Structural Design Engineers JV and Creegan + D'Angelo/FE Jordan Joint 
Venture as the remaining two (of three) top-ranked teams from the interview process. 
Should URS/AGS Joint Venture reconsider their billing rates in a timely manner. Port 
staff will come back with a future recommendation for contract award. Should the 
URS/AGS Joint Venture not revise their billing rates. Port staff intends to commence 
negotiations with the remaining lowered ranked firms until a third contract can be 
recommended for contract award. 

FUNDING 

Although these two proposed master contracts each have a not-to-exceed dollar 
amount of $1 ,500,000 over three years, each Contract Service Order issued will be 
based upon available funding as appropriated for the required work and the maximum 
dollar threshold limits authorized by the Port Commission. It is anticipated that CSOs 
will be funded through both operating and capital budgets. 

SUMMARY 

Port staff recommends and requests the following authority from the Port Commission: 

1 . Authorization to enter into Master Agreements (contracts) with Winzler and 
Kelley/Structural Design Engineers Joint Venture and Creegan + D'Angelo/FE 
Jordan Joint Venture for As-Needed Engineering and Related Professional Services; 

2. Authorization to execute such contracts with terms of three years with the option to 
renew each contract for an additional year; 

3. Authorization to award the recommended contracts in amounts not to exceed 
$1,500,000 each; and 

4. Authorization to issue Contract Service Orders (CSOs) without further Port 
Commission approval in amounts that shall not cumulatively to exceed $500,000 for 
any single public works project. 

Prepared by: Norma Nelson, Contracts Manager 
For: Tina Olson, Deputy Director 

Finance & Administration 
-5- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-29 



WHEREAS, on March 10, 2009, through Resolution 09-16, the Port Commission 

authorized Port staff to issue a Request for Qualifications (RFQ) for As- 
Needed Engineering and Related Professional Services; and 

WHEREAS, periodically. Port projects require essential architectural and engineering 
services which exceed the staff resources available within the Port and 
other City departments; and 

WHEREAS, Port staff has previously managed architectural and engineering 

consulting needs through "as-needed" contracts to augment staffing of 
important projects; and 

WHEREAS, following staff's issuance of the RFQ dated March 13, 2009, the evaluation 
committee ranked firms based upon raw written submittal and interview 
scores; and 

WHEREAS, the San Francisco Human Rights Commission is authorized to add points 
to raw scores as incentives for prime consultants to joint venture with 
Local Business Enterprises, which resulted in Winzler and 
Kelley/Structural Design Engineers Joint Venture and Creegan + 
D'Angelo/FE Jordan Joint Venture as two of the three highest-ranked 
firms; and 

WHEREAS, Port staff have successfully negotiated acceptable terms and conditions of 
master contracts for as-needed engineering and related professional 
services with Winzler & Kelly/Structural Design Engineers Joint Venture 
and Creegan + D'Angelo/FE Jordan Joint Venture; and 

WHEREAS, Port staff wish to enter into master contracts with these two firms for as- 
needed engineering and related professional services to provide timely 
and cost-effective professional services on Port projects; now, therefore, 
be it 

RESOLVED, that the San Francisco Port Commission hereby authorizes staff to award 
and enter into master contracts in such form as approved by the City 
Attorney's Office, with the following highest-ranked respondents to the 
RFQ: (1 ) Winzler and Kelley / Structural Design Engineers - Joint Venture 
and (2) Creegan + D'Angelo/FE Jordan Joint Venture; and, be it further 



-6- 



RESOLVED, that the Port Commission hereby authorizes staff to execute such master 
contracts in an initial amount of $1 ,500,000 each, for a term not to exceed 
three (3) years, with the Port reserving the option to renew each contract 
for one additional year beyond the initial term; and, be it further 

RESOLVED, that the Port Commission hereby authorizes staff to issue Contract 

Service Orders (CSOs) under each such Master Agreements (Contracts) 
directing consultant teams to perform work on specific projects; provided 
that CSOs under each master contract shall not cumulatively exceed 
$200,000 cumulatively for any single public works project, without the 
Executive Director's written determination establishing the urgency of the 
work and justification specified in Administrative Code Section 6.64, and 
provided that no CSOs shall individually or cumulatively exceed $500,000 
without further Port Commission authorization. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of May 26, 2009. 



Secretary 



Exhibit 1 



RFQ: As-Needed Engineering and Related Professional Services 
SUMMARY OF WEIGHTED RAW SCORES ( No HRC Incentive Points) 



WRITTEN SCORES (Weighted @60%) 


Firm Name 




Score 


Rank 


KPFF Consulting Engineers 




53.4 


1 


URS/AGS JV 




53.4 


1 


Winzler & Kelley/Structural Design Engineers JV 




51.3 


2 


Creegan + D'Angelo/FE Jordan JV 




48.9 


3 


Moffatt & Nichol Engineers 




47.1 


4 


Holmes Culley/Tennabaum JV 




43.8 


5 




INTERVIEW SCORES (Weighted at 40%) 


Firm Name 




Score 


Rank 


KPFF Consulting Engineers 




33.2 


3 


URS/AGS JV 




36.5 


1 


Winzler & Kelley/Structural Design Engineers JV 




34.9 


2 


Creegan + D'Angelo/FE Jordan JV 




32.2 


4 


Moffatt & Nichol Engineers 




30.4 


6 


Holmes Culley/Tennabaum JV 




31.9 


5 




COMBINED SCORES (Written & Interview) - 


Firm Name 


Score 


Rank 


URS/AGS JV 


89.9 


1 


KPFF Consulting Engineers 


86.6 


2 


Winzler & Kelley/Structural Design Engineers JV 


86.2 


3 


Creegan + D'Angelo/FE Jordan JV 


81.1 


4 


Holmes Culley/Tennabaum JV 




77.5 


5 


Moffatt & Nichol Engineers? 




75.7 


6 



Please see the San Francisco Human Rights Commission Memorandum attached as 
Exhibit 2 for final scores with HRC Incentive Points 



-8- 



Exhibit 2 
MEMORANDUM 



DATE: 
TO: 

FRANCISCO 



APRIL 30, 2009 



FROM: 



TINA OLSON, DEPUTY DIRECTOR, ADMINISTRATION & FINANCE, PORT OF 

SAN FRANCISCO 

NORMA NELSON, CONTRACT ADMINISTRATOR, PORT OF SAN 

WINNIE LEE, PROJECT ENGINEER 

TIM LEUNG, ADMINISTRATIVE ENGINEER 

ED BYRNE, CHIEF HARBOR ENGINEER 

SELORMEY DZIKUNU, CONTRACT COMPLIANCE OFFICER, HRC 



SUBJECT: AS NEEDED ENGINEERING & RELATED PROFESSIONAL SERVICES 
CONTRACT AWARD ELIGIBILITY 

The HRC has reviewed the written proposal and interview score sheets for the above 
referenced RFQ. The written responses to the RFQ were the basis for the selection of all six 
firms for oral interviews. The proposal review score was 60% of the total score and the oral 
interviews accounted for 40% of the final score. 



Below is a 


table summarizing the final rankings. 














1 


WRITTEN PROPOSALS 


ORAL INTERVIEWS 


FINAL SCORE 


^ FIRM 


SCORE 


RATING 
BONUS 


ADJ 
SCORE 


RAN 
K 


SCORE 


RATINGS 
BONUS 


ADJ. 
SCOR 

E 


RANK 


Score 


RANK 


RS/AGS JV 


213.6 


16.02 


229.62 


1=^' 


145.2 


10.89 


156.0 
9 


1 


385.71 


1 


/INZLER & 
ELLY/SDE JV 


205.2 


15.39 


220.59 


2ND 


139.6 


10.47 


150.0 

7 


2 


370.66 


2 


REEGAN +FE 
ORDANJ V 


195.6 


14.67 


210.27 


4'H 


128.8 


9.66 


138.4 
6 


3 


348.73 


3 


PFF 

ONSULTING 

NGS. 


213.6 





213.6 


3KU 


132.8 





132.8 


5 


346.4 


4 


OLMESCULLEY/ 
ENNEBAUM 


175.2 


13.14 


188.34 


gm 


127.6 


9.57 


137.1 
7 


4 


325.51 


5 


OFFATT & 

ICHOL 

NGINEERS 


188.4 





188.4 


5'" 


121.6 





121.6 


6 


308.0 


6 



All RFQ responses were responsive to HRC's 20% LBE subconsulting goal. 

URS/ AGS JV, Winzler & Kelly/SDE JV, and Creegan + D'Angelo/FE Jordan JV are eligible for 

a 7.5% ratings bonus. 

URS/ AGS JV, Winzler & Kelly/SDE JV, and Creegan + D'Angelo/FE Jordan JV are the three 
highest ranked firms. The HRC understands the Port will negotiate with the three highest ranked 
firms for contract award. 



URS/ AGS JV, Winzler & Kelly/SDE JV, and Creegan + D'Angelo/FE Jordan JV have met all 
Chapter 14B pre-award requirements. The HRC hereby declares the URS/AGS JV, the Winzler 
& Kelly/SDE JV and the Creegan + D'Angelo/FE Jordan JV eligible for contract award. 



A separate HRC Memo will list all the LBE firms and percentage of LBE participation 
commitments for each of the above listed teams. 

The HRC understands that the LBE participation goal may not be met on all Contract Service 
Orders. However, to ensure that consistent good faith efforts are made to meet the goal, and to 
monitor compliance, each Contract Service Order will include a section listing the proposed LBE 
participation and provide an explanation if it is below the project goals. A copy of each Contract 
Service Order will be sent to the HRC. 



Please notify me when contract negotiations are concluded. In the meantime, if you 
have questions, or if I can be of any further assistance, please do not hesitate to contact me at 
274-0511. 



■10- 



As -Needed Engineering and Related Professional Services: 
LBE SUBCONSULTANT PARTICIPATION 



W&K/SDE JV 

LBE Subconconsultants 


Service 


Participation 


Ajmani & Pamidi, Inc. 


Electrical Engineering 


1% 


Ansari Structural Engineers 


Structural 


1% 


C & N Engineers Inc. 


Electrical 


2.5% 


Carey & Co 


Historic Preservation 


0.25% 


CHS Consulting Group 


Traffic Engineers 


0.25% 


Davis & Associates Comm. 


Community Relations 


0.25% 


Geotechnical Consultants Inc. 


Geotechnical Engineering 


0.25% 


Holman & Associates 


Archeology & Cultural Resources 


1% 


LDA Architects 


Architecture 


0.25% 


M. Lee Corporation 


Cost Estimating 


4% 


Marina Dee Design 


CADD/GIS 


0.5% 


MPA Designs 


Landscape Architecture 


0.25% 


NBA Engineers, Inc. 


Mechanical Engineering & Const. Mgmt. 


1.5% 


Rollo and Ridley 


Geotechnical Engineering 


1% 


SRT Consultants 


Civil 


0.5% 


UndenA/ater Resources, Inc. 


Dive Inspection 


0.5% 


TOTAL 




20% 




C+D/FE Jordan JV 
LBE Subconconsultants 


Service 


Participation 


C&N Electrical 


Electrical Engineering 


2% 


NBA Engineering 


Mechanical Engineering 


2% 


Avila & Associates 


Environmental Engineering 


2% 


Carey & Co 


Historic Preservation 


2% 


Dabri, Inc. 


Construction Management/Cost Estimating 


2% 


Geotechnical Consultants Inc. 


Geotechnical Engineering 


2% 


Lee Inc. 


Surveying, Mapping, Civil Engineering 


1% 


OPAC Consulting Engineers 


Structural Engineering 


4% 


Simon & Associates 


LEED Consulting 


1% 


Smith-Smith Landscape Arch. 


Landscape Architecture 


1% 


Underwater Resources, Inc. 


Diving/Underwater Inspections 


1% 


Michael Tauber Architecture 


LEED 


As Needed 


CHS 


Traffic /Transportation 


As Needed 


FW Associates 


Dive Inspection 


As Needed 


TOTAL 




20% 



■11- 




PORT- 



SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



May 19, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shal<ofsky, Vice President 
Hon. Kimberiy Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique Moyer M- 
Executive Director 



Mf^ 



SUBJECT: Request Authorization to Award Construction Contract 2722, Pier 27 
Shoreside Power Project to Cochran Inc. in the amount of $4,848,000 
which includes a 10% contingency for unforeseen conditions, plus under 
same or different agreement, three years of Operation and Maintenance 
beyond final completion in the amount of $275,806, for a total authorized 
expenditure of $5,123,806. 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Introduction 

Port staff requests that the Port Commission authorize the award of construction 
Contract 2722, Pier 27 Shoreside Power Project to Cochran, Inc., the previously 
approved sole-source, design-build contractor for the project. The project scope 
includes designing procuring, and installing the equipment and infrastructure necessary 
to provide shoreside power to cruise ships berthed at Pier 27. 

Background 

The Port Commission, at its meeting on April 22, 2008, authorized Port staff to execute 
a sole source agreement with Cochran, Inc. ("Cochran") and/or Princess Cruise Lines 
("Princess") for the Pier 27 Shoreside Power Project (Port Commission Resolution 08- 
24) for an amount not to exceed $3,600,000, the total amount of external funding then 
available for the Project. This action was subsequently authorized by the Board of 
Supervisors under Ordinance No. 125-08, passed July 16, 2008, and the contract 
confirmed as a sole-source contract. 



This Print Covers Calendar Item No. 11C 



SAN FRANCISCO 



L 415 274 0400 



TTY 415 274 



i»l 



Since April 2008, Port staff and Cochran have worked together, with input from San 
Francisco Public Utilities Commission ("SFPUC"), to more fully develop design 
parameters for the project. 

In progressing from the initial conceptual design to the final design basis of the bid, 
numerous design changes were made to the system, including lengthening cable runs, 
adding a second connection point and associated second jib crane, increasing the 
design capacity of the system from 12 MW to 20 MW, and replacing existing SFPUC- 
owned equipment at the foot of Pier 29. The complete list of additions and changes to 
the system and their associated costs are included herein as Exhibit A. 

Cochran used the revised design parameters to develop a formal, proposed Schedule 
of Values to be included in Contract 2722 as the not-to-exceed bid amount. Once 
Cochran submitted the Schedule of Values to the Port (attached as Exhibit B), Port staff 
reviewed it, and as an additional step, requested an independent, third-party review of 
the proposed costs from YEI Engineers, Inc. ("YEI"), a local electrical engineering 
consultant. YEI concluded that the bid amount represented by the Schedule of Values 
is a fair price for the design and construction of the Project. Cochran's proposed bid 
amount is $4,406,674. Adding a 10% contingency for unforeseen conditions and 
rounding up to the nearest $1 ,000, the Project total for system design and construction 
is $4,848,000. Port staff recommends that $4,848,000 be authorized for the 
construction of the Project. 

Given both the unique nature of the system and Cochran's unique expertise. Port staff 
recommends that it be authorized by the Port Commission to enter into a three-year 
Operations and Maintenance agreement with Cochran on a sole-source basis, either 
under Contract 2722 or under separate agreement if so required by City regulation. 
Under the scope of work for system Operation, Cochran or its agent would provide 
trained high-voltage electricians to connect and disconnect the system to cruise ships 
and to operate the shoreside power system. Under the scope of work for Maintenance, 
Cochran would also provide annual system inspections and system recommissionings 
at the start of each cruise season, along with periodic updates of the software that will 
control the shoreside power system. Cochran has proposed an annual fee of $71 ,125 
for operation of the system and a cost of $62,431 for annual maintenance of the system 
beyond Year 2 of operation, for a three-year total of $275,806 (3 years Operation plus 1 
year Maintenance). Maintenance is not required for the first year of system operation 
and, as a part of contract negotiations, Cochran has agreed to provide the Year 2 
Maintenance at no charge. Port staff recommends that $275,806 be authorized for the 
Operation and Maintenance of the system for the three years following final completion 
of construction. This funding would be appropriated out of Port Operating Capital in 
payments of $71,125 for Year 1 (FY 2010/11), $71,125 for Year 2 (FY 201 1/12), and 
$133,556 Year 3 (FY 2012/13). 

Funding 

Capital funding for constructing this project will come from a variety of sources, some 
confirmed, some potential. Operations and Maintenance funding will be allocated from 
Port operating funds in future years. 

-2- 



On December 6, 2007, the Port Commission approved Resolution No. 07-88 Request 
authorization to enter into a grant agreement with the Bay Area Air Quality Management 
District, as a co-applicant with Princess Cruises, for $1 ,900,000 in grant funding for 
construction ofshoreside power at Pier 27. The Bay Area Air Quality Management 
District remains committed to providing this funding to the Port for this project and is 
currently working with Port staff to further modify and finalize the grant agreement. 
BAAQMD, Princess, and the Port have agreed that modifying the contract to be an 
agreement between BAAQMD and the Port only will simplify the grant agreement and 
its administration. 

Furthermore, Resolution 07-88 authorized the Executive Director to enter into a 
Memorandum of Understanding, or other agreement as needed, with the San Francisco 
Public Utilities Commission to accept and expend $1 ,700,000 in SF PUC funds to fund 
this project. SFPUC also remains committed to providing funding to the Project. (Note 
that some part of the SFPUC funds will be used to replace the existing conduits and 
cabling that runs from the sidewalk to the transformer just inside the Pier 29 shed 
building; actual SFPUC funds received by the Port are likely not to exceed $1.5 million.) 

Accordingly, external funding currently committed to Project construction totals 
approximately $3.4 million. This leaves a potential Port capital obligation of $1 ,448,000. 
Should circumstances require capital funds from the Port, funds from the Watermark 
Condominium sale proceeds will be applied to the Project. 

However, in light of this potential shortfall in external Project funding. Port staff 
submitted two grant requests to two different Federal programs funded under the 
American Recovery and Reinvestment Act, i.e. "stimulus funding." An application for 
$1,650 million was submitted to the US Environmental Protection Agency's Diesel 
Emission Reduction Act (DERA) Program. An additional application for $1,850 million 
was submitted to the US Department of Energy's Transportation Electrification Program 
as part of a joint seven-port application for shoreside power funding, spearheaded by 
the Port of Los Angeles. 

In summary, project construction is to be funded per the funding allocation shown in the 
table below: 



Funding Source Funding 

BAAQMD grant $1 ,900,000 

SFPUC capital funds $1 ,500,000 

USEPA DERA grant proposal $1 ,650,000 

USDOE Transportation $1,850,000 
Electrification grant proposal 

Port Capital funds (contingency) $1 ,448,000 



Funding Status 

Committed 

Committed and budgeted 
Application submitted 
Application submitted 

Existing Port funds 



-3- 



Schedule 

The project is scheduled to start in June 2009 and substantial completion is expected by 
October 2010. Following is the anticipated project schedule: 

Commission Authorization to Award May 26, 2009 

Board of Supervisors Authorization to Award June 2009 

Issuance of Notice to Proceed June 2009 

Construction Substantial Completion October 2010 

Final Completion of Construction December 2010 

Begin three years Operation and Maintenance December 2010 
Complete three years Operation and Maintenance December 2013 

Summary 

Port staff recommends that the Port Commission authorize the award of construction 
Contract No. 2722, Pier 27 Shoreside Power Project to Cochran, Inc., the sole-source 
bidder, in an amount of $4,406,674, and further authorize staff to increase the contract 
amount, if needed for additional contingencies, by an additional 10% or $441,326 
through contract modification or change order to a total of $4,848,000. Port staff also 
recommends that the Port Commission authorize the Executive Director to accept the 
work once it is complete. 

Additionally, Port staff recommends that the Port Commission authorize the award of an 
Operation and Maintenance agreement in the amount of $275,806, to be included as 
part of Contract 2722 with Cochran, Inc., or as a separate agreement, contingent upon 
City regulation. 



Prepared by: Jay A. Ach, Manager 

Environmental & Regulatory Affairs 
Maritime Division 

For: Edward F. Byrne 

Chief Harbor Engineer 



-4- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-30 



WHEREAS, On April 4, 2007, BAAQMD approved a Carl Moyer Program grant of 

$1 .9 million to the Port of San Francisco and Princess Cruise Lines, Ltd. 
("Princess"), jointly as grantee, to fund a shoreside power project for 
cruise ships; and 

WHEREAS, On December 4, 2007, the Board of Supervisors approved a resolution 
authorizing the Executive Director of the Port to enter into a grant 
agreement with BAAQMD and Princess for the shoreside power project; 
and 

WHEREAS, On December 6, 2007, the Port Commission authorized the Executive 
Director of the Port to enter into a grant agreement with BAAQMD and 
Princess for $1 .9 million for construction of shoreside power at the Port, 
and to execute any documents required to enter into that agreement, 
including any amendments, augmentations or extensions thereof; and 

WHEREAS, The Port, Princess, and BAAQMD mutually agreed that naming the Port 
as the sole Grantee and removing Princess as co-Grantee would 
simplify the grant agreement; and 

WHEREAS, On April 22,2008, the Port Commission authorized the Executive 

Director of the Port to execute an agreement with the San Francisco 
Public Utilities Commission (SFPUC) to accept and expend up to 
$1 ,700,000 in SFPUC funds for the purpose of completing this project; 
and 

WHEREAS, On April 22, 2008. subject to the approval of the Board of Supervisors, 
the Port Commission authorized the Executive Director of the Port to 
execute an agreement with Cochran, Inc., for the design, purchase and 
installation of the shoreside power system for an amount not to exceed 
$3,600,000, comprised of $1,900,000 in BAAQMD funding and 
$1,700,000 in SFPUC funding; and 

WHEREAS, On July 16, 2008, under Ordinance No. 125-08, the Board of 

Supervisors authorized the Port Director to enter into an agreement with 
Cochran to design, purchase, and install a shoreside power system at 
Pier 27 for a cost no to exceed $3,200,000; and 

WHEREAS, On July 16, 2008, under Ordinance No. 125-08, the Board of 

Supervisors exempted the agreement with Cochran, Inc. from certain 
provisions of the Administrative Code and the Environment Code; and 



-5- 



WHEREAS, 



RESOLVED, 



RESOLVED, 



RESOLVED, 



RESOLVED, 



Numerous design changes, system upgrades, and replacement of 
existing SFPUG equipment has increased project costs from an 
estimated $3,600,000 to a guaranteed maximum bid of $4,406,674 from 
Cochran, Inc.; and now, therefore, be it 

That, subject to the approval of the Board of Supervisors, the Port 
Commission hereby authorizes the Executive Director of the Port to 
execute an agreement with Cochran, Inc., for the design, purchase, and 
installation of the Pier 27 Shoreside Power Project for an amount not to 
exceed $4,406, 674 and further authorize staff to increase the contract 
amount, if needed for additional contingencies, by an additional 
$441 ,326 (10%) through contract modification or change order to a total 
of $4,848,000; and, be it further 

That, subject to the approval of the Board of Supervisors, the Port 
Commission hereby authorizes the Executive Director of the Port to 
either (a) include in the same agreement or (b) execute a separate 
agreement with Cochran, Inc., for an additional one year of Maintenance 
and three years of Operation of the Pier 27 Shoreside Power Project for 
amount not to exceed $275,806; and, be it further 

That, subject to the approval of the Board of Supervisors, the Port 
Commission hereby authorizes the Executive Director of the Port or her 
designee to enter into any additions, amendments, or other modifications 
to the agreement that the Executive Director, in consultation with the City 
Attorney, determines are in the best interests of the Port, do not increase 
the amount of the agreement or otherwise do not materially increase the 
obligations or liabilities of the Port and are necessary or advisable to 
complete the project contemplated by the agreement and effectuate the 
purpose and intent of this Resolution; and, be it further 

That the Port Commission hereby urges the Board of Supervisors to 
adopt an ordinance authorizing the increased contract amount and the 
additional Operation and Maintenance. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of May 26, 2009. 



Secretary 



-6- 



EXHIBIT A: Additions to Scope and Budget 
Pier 27 Shoreside Power Project 



A. 


Original Proposal (11/2007) 


Amount 


1 


Base bid Total Bid (11/2007) 


$ 2,198,033 


2 


Additive alternate for additional lib crane 


$ 308,646 


B. 


Requested Revisions/Project Development 




1 


Relocate switchgear line-up to outdoor location 


$ 708,059 


2 


Labor rate increases, 2007 to 2009 


$ 35,400 


3 


Materials escalation, 2007 to 2009 


$ 86,305 


4 


Add Utility service entrance equipment 


$ 335,450 


5 


Additional insurances and bonding costs 


$ 119,490 


6 


Training (allowance) 


$ 9,000 


7 


Project development 


$ 197,384 


8 


Contract review and legal & administrative costs 


$ 27,140 


9 


Construction management services 


$ 126,166 


10 


CA state sales and use taxes on materials 


$ 128,010 


11 


Hazardous material investigation (allowance) 


$ 20,000 


12 


Alternate: Upgrade to 20 MVA transformer 


$ 69,790 


13 


Structural modifications (allowance) 


$ 100,000 




Revised Project Estimate 


$ 4,468,873 



Note: These estimates were compiled prior to the final negotiations of bid prices with Cochran, Inc. 
Therefore the project total in this table DOES NOT match the final bid price from Cochran. 



EXHIBIT B: Schedule of Values from Contract 2722 



DOCUMENT 00410 



SCHEDULE OF VALUES 



For constructing PIER 27 SHORESIDE 
POWER, in strict accordance with the 
Contract Documents for Port of San Francisco 
Contract No. 2722. 

SF Ordinance No. 125-08 authorizes 
Executive Director of the Port to execute an 
Agreement with Cochran, Inc. 



Entries must be in permanent ink or typed. 



COCHRAN, INC 



Firm Name 




1 2500 AURORA AVENUE NORTH 


P.O. BOX 33524 




Street Address 




SEATTLE, 


WA 98133-0524 


City 


State Zip Code 


(206) 


367-1900 



(Area Code) 



Telephone No. 



The undersigned, having examined reference documents and drawings, understanding the terms and 
conditions of the Contract Documents and the local conditions affecting the performance and costs of the 
Work, and having fiilly inspected the Site in all particulars, hereby proposes and agrees to fiilly perform 
the Work, in accordance with the requirements of the Contract Documents within the time stated therein, 
and for the following price(s): 



ITEM 
NO. 


DESCRIPTION 


UNITS 


UNIT PRICE 


EXTENSION 


1 


Civil & Electrical Design 


LS 


$266,000.00 


$266,000.00 


2 


Permit, Engineering and Pro services 


LS 


$350,869.00 


$350,869.00 


3 


Mobilization 


LS 


$229,793.00 


$229,793.00 


4 


Service Main Equipment 


LS 


$427,160.00 


$427,160.00 


5 


Conduit & Wire 


LS 


$426,619.00 


$426,619.00 


6 


Transformer 


LS 


$660,500.00 


$660,500.00 


7 


Secondary Equipment 


LS 


$617,860.00 


$617,860.00 


8 


Secondary Conduit & Wire 


LS 


$868,164.00 


$868,164.00 


9 


Jib and Cable Management 


LS 


$188,800.00 


$188,800.00 


10 


Housekeeping Pads & Containment 


LS 


$55,000.00 


$55,000.00 


11 


Fencing & Bollards 


LS 


$23,500.00 


$23,500.00 


12 


Testing & Commissioning 


LS 


$115,000.00 


$115,000.00 


13 


Ship Connections 


LS 


$49,909.00 


$49,909.00 


14 


ALLOWANCE— Hazardous Material Abatement 
Evaluation 


AL 


$20,000.00 


20,000.00 


15 


ALLOWANCE - Training (up to sixty [601 hours) 


AL 


$7,500.00 


7,500.00 


16 


ALLOWANCE - Structural Modifications 


AL 


$100,000.00 


$100,000.00 


TOTAL PRICE 


$4,406,674.00 



\ 



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SAN FRANCISCO 
PORT COMMISSION 



MAY 26, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

JUN -4 2009 

MEMBERS, PORT COMMISSION san francisco 

HON. RODNEY FONG, PRESIDENT PUBLIC LIBRARY 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 
HON. KIMBERLY BRANDON 
HON. MICHAEL HARDEMAN 
HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
MAY 26, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:06 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Kimberly Brandon, Michael Hardeman and Ann Lazarus. 

2. APPROVAL OF MINUTES - May 12, 2009 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
May 12. 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

At 2:07 p.m., the Port Commission withdrew to executive session to discuss the 
following: 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING ANTICIPATED 
LITIGATION MATTER. (Discussion Item) 

a. Closed session authorized pursuant to Section (a) of California 
Government Code Section 54956.9 (c) and San Francisco 
Administrative Code Section 67.10(d): 

Number of potential cases: J_ As defendant 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. This session is closed to any non-City/Port 
represen ta tive. * 

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a. Property : Pier 96 

Person Negotiating : Port: Brad Benson, Special Projects Manager 
*SF Recycling & Disposal : Mike Crosetti 

Under Negotiation: Price ^Terms of Payment X_Both 

An executive session has been calendared to give direction to staff 
regarding real estate negotiations for Port property located at Pier 96. 

5. RECONVENE IN OPEN SESSION 

At 3:32 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any information 
discussed in executive session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report: Executive Director Monique Moyer reported the 
following: 

• Memorial for Brian O'Neill. Superintendent of National Park Service - May 
29. 2009 from 1 1 a.m. to 2 p.m. at Crissy Field: Brian O'Neill's life will be 
celebrated on May 29, 2009 from 1 1 a.m. to 12:30 p.m. at the Presidio 
and thereafter, there will be a public walk in his honor on Crissy Field at 2 
p.m. 



• 



California Assembly Approval of AB 1 176 related to Port Infrastructure 
Financing District 

On Monday, May 11, 2009 the California Assembly approved 
Assemblymember Ammiano's Bill AB 1 176, related to Port of San 
Francisco Infrastructure Financing Districts. AB 1176 expands the Port's 

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• 



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infrastructure financing powers, by enabling to capture 90% of growtii in 
property taxes from Port revitalization efforts in the Pier 70 area, provided 
that the Port expends at least 20% of these revenues on: 

• waterfront parks and public access to the Bay; 

• environmental remediation of the contaminated shoreline; and 

• removal of Bay fill. 

These purposes are consistent with State policies for San Francisco Bay 
as expressed in the Public Trust Doctrine and BCDC's Special Area Plan. 
It passed the State Assembly on a vote of 75-0, which is historic for the 
Port on any piece of legislation. She thanked Brad Benson and others who 
worked tirelessly on this bill. AB 1 176 heads next to the California State 
Senate. It is currently scheduled to be heard in Senate Local Government 
on June 17, 2009. If approved, it will be heard next in Senate Revenue 
and Taxation. 

The draft Master Plan for Pier 70 will be presented to the Port Commission 
at its July 14, 2009 meeting. 

Update on Issuance of Request for Proposals for the Batching Plant 

On Friday, May 29, 2009 Port staff will issue an RFP authorized by the 
Port Commission in June 2008 for a concrete batching or asphalt 
production maritime industrial opportunity on 4.7 acres of property in its 
southern waterfront portfolio on a site known as Seawall Lot 352. Since 
Port Commission's authorization. Port staff has been coordinating with the 
Department of Public Works and the Purchaser regarding how best to 
craft an RFP for the asphalt production opportunity that fits the Port's and 
DPW's long-term needs. Starting on Friday, May 29, 2009 interested 
parties may refer to the Port's website to download a copy of the RFP by 
visiting the following address: www.sfport.com/swl352 

The Port will host a pre-bid conference on June 25, 2009. Proposals are 
due on September 17, 2009. The Port Commission, in its sole discretion, 
will decide whether to lease the Seawall Lot 352 Premises for concrete 
batching, asphalt production or both. 

10K Hidden Waterfront Walk benefiting the Neighborhood Parks Council 
(NPC) - June 6. 2009 at 10 am: As Corinne Woods pointed out in public 
comment at our last meeting, there is going to be a hidden waterfront walk 
on June 6, 2009 from Rincon Park to Pier 70. It is going to be done by 
Adah Bakalinsky, best known for her other walks in San Francisco called 
the stairway walks. It's a fundraiser for the NPC. It's a great opportunity to 
showcase an area of the waterfront that isn't as well known. 

Budget Hearing - The Port had its budget hearing at the Board of 
Supervisors last Wednesday. It was a professionally run committee 

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presentation with the new board. Harvey Rose, budget analyst, proposed 
some cuts to our budget which we were amenable to and have accepted. 
There was supposed to be a second hearing on May 27, 2009 but have 
been postponed to June 3, 2009. We don't know yet if they need staff to 
appear at that meeting. The Mayor will be presenting his full city budget on 
June 1 , 2009. Port staff will report to the Commission at the August 
meeting on what happened through the entire budget process. 

Lee Radner, Friends of Golden Gateway, indicated that they are all 
excited about the prospect of developing Pier 70 even those who don't live 
in that area but they have some concerns. He asked the following 
questions regarding AB 1 176: 

1 . Is this bill exclusively for Seawall Lot 70 or will it affect all Seawall 
Lots? 

2. If so, is it an effort to circumvent the Public Trust on all Seawall Lots, 
most importantly #351 , so that the potential developer can build private 
housing on that lot? 

3. Will it still require State Lands Commission's approval and San 
Francisco Board of Supervisors' approval? 

Ms. Moyer indicated that on the advice of counsel, we will answer his 
questions afterwards but Brad Benson is here if he'd like to talk to him 
now. 



8. CONSENT 



Request authorization to advertise a Request for Qualifications (RFQ) 
soliciting As-Needed Environmental and Related Professional Enqineerinq 
Services for three contracts, at $1 million each, totaling $3 million. (Resolution 
No. 09-27 ) 

ACTION: Commissioner Lazarus moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-27 was adopted. 



9. PLANNING 



Informational presentation by San Francisco Planninq Department staff 
reqardinq San Francisco's Open Space Framework, includinq the Recreation 
and Open Space Element (ROSE). 

David Beaupre, Planning and Development, indicated that Sarah Dennis 
Phillips from City Planning will present the open space framework and 
recreation and open space element of the City's General Plan that the Port 
participated on not only as a member of the Mayor's Open Space Task Force 
but also coordinating closely with them on the recreation and open space 
element 



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Sarah Dennis Phillips talked about the Open Space Framework and 
particularly the Recreation Open Space Element (ROSE). The General Plan 
is managed by the Planning Department meaning that they are responsible 
for creating it, developing it and taking it through the approval process but it is 
the City's plan. It does not govern just the Planning's actions but it governs 
any City agency actions, any actions of the Board and of the Mayor. They 
tried to develop this with an interagency process, working very closely with 
the Mayor's Office in Greening, the Rec & Park Department and the Port. 
David Beaupre has been there the whole way through for the past two years. 
This development has been a citywide effort. 

To begin the process of developing an open space framework for the city, we 
tried to develop an extensive outreach process. They begun with the Mayor's 
Open Space Task Force which was initiated a year and a half ago. Over 80 
community representatives spanning the gamut of people interested in open 
space from neighborhood and community representatives to landscape 
architects to people who work on open space, developing it in the City on a 
day-to-day basis. There was a side version of the Mayor's Open Space Task 
Force which was just city agencies, the city roundtable and open space. They 
met bi-monthly on a regular basis to keep apprised of what the different 
agencies were doing because so much open space come under the Port's 
jurisdiction. The same is true for PUC, for Redevelopment Agency and the 
Unified School District. We have a number of agencies working in open space 
and we want to make sure we were all on the same page both in the 
directions that we were going and that we are all apprised of what different 
agencies were doing. They also set up working committees, select numbers 
of people of 10-20 to focus in on specific issues ranging from planning and 
programming to bicycle and pedestrian focuses and work with them on a 
semi-regular basis depending on what issues were at hand but had at least 2- 
3 meetings with each of those committees, all of whose input informed the 
draft ROSE that is before the Port Commission today. There was a public 
outreach component in addition to what was managed by the Neighborhood 
Parks Council which Mike Kritzman will discuss later. They held almost 30 
workshops citywide in all different neighborhoods across the City. They 
supplemented that with an open space survey that they had on their website 
and passed out whenever and wherever they could and was available on line 
through the open space website both at Planning's and NPC. They received 
several hundred responses. 

Over the last year and a half, with all of these components, they heard a lot of 
input on open space. They tried to capture that in the draft that is before the 
Port Commission. This is meant to be an informational hearing; this is not the 
end component. This is the draft that tries to capture the input that they've 
heard. They plan to have this draft out for the next several months, probably 
through October, pick up the process in October to talk about what 
amendments, changes, edits to be made to the draft so it more fully 
encompasses what the whole City's idea of our future for open space is and 

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move forward with adoption in January or February 2010. There are three 
components to the Open Space Framework: (1 ) vision for open space which 
is intended to be the long-term big picture. What do we, as a city, want it to 
be? This is to distinguish some things like the ROSE because it is a little 
visionary. Things did not have to be achievable or something that we could 
foreseeably fund right now to go in the vision. It was meant to be a big 
picture. Let's think big, let's put in paper so we would know where we would 
like to head. An interesting anecdote that NPC brought to their attention when 
they started this was that a hundred years ago, Vancouver had a vision for 
opening up their waterfront, yet much of it was under private ownership. By 
setting that vision, they were able to, over the next 100 years, acquire space 
that was under private hands. Without putting those kinds of ideas forward, 
we can't move on them even though some of them might be hard to achieve. 
That's the vision of the open space framework. (2) The Recreation and Open 
Space Element (ROSE) sets forth our objectives, our policies and our general 
city actions that we want to do moving forward in terms of open space for the 
next 20 years. We've tried to be more realistic to make sure that these are 
things that are actually achievable. (3) Action Plan - they will be spending 
some time on the summer and fall working on the draft action plan. That is the 
who, how and when of the open space element, transforming those policies 
like improving existing open spaces into deciding which open spaces are in 
most need of improvement, how will those cost, where can we find funding 
and when in the next 5-10 years we think that can happen. That requires a lot 
of rolling up our sleeves, working with different agencies, looking into funding 
mechanism and staff would be happy to come back in the fall or winter of this 
year to give the Port Commission an update. 

Overview of the hundred year vision. The first component of the open space 
framework: (1) improving experiences on existing open space; (2) new open 
space in high need areas which focuses on where the places are most 
efficient in open space in terms of expending our resources and acquiring 
new open spaces; (3) an active accessible and connected waterfront open 
space system. This is relevant to the work that the Port is doing. A connected 
open space system does not mean that every part of the waterfront is 
accessible for public recreation. What it means is that we are conscious; 
there's both visual and physical components of an accessible system that is 
knowing that we as a city is connected to the water, maintaining the views, 
maintaining that connection even while being compatible with many 
operations that are happening now on Port properties, industrial waterfront 
activities so they don't conflict in any way; (4) across town trail for both human 
and wildlife movement. It is shown in the drawing that moves from the 
Presidio through the center of the city down to Candlestick Point. The idea is 
to connect a number of open spaces both through city streets and where we 
can, new trails that allows people to move through open space, through the 
City, especially on some of our hilltops so that there is a cross town 
connection; (5) revitalize and activate destination open spaces particularly a 
number of those creating a series of nodes and destination open spaces. 
Some might be as grand as a new park, some might be as small as a kiosk or 

M05262009 

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a place where people can access, and use a couple of benches where you 
just create a sequence of spaces moving along. There was an initial version 
of the open space vision that showed some open space. Some of these 
destination open spaces on Pier 90 through Pier 96 in the bacl<lands which 
obviously conflicts with some ongoing work there. The intent is to show a 
series of open spaces happening along the waterfront but that has been 
corrected. Two more components which are most related to linear open 
spaces: (1 ) looking at how we can connect open spaces in a linear fashion 
and daylighting creeks, assets that we already have; and (2) realizing that 
connectivity itself; how people move along those spaces be it along streets, 
trails or public transit so they can move from parts of the city to access open 
space that might not be immediately in their neighborhood is a real 
component of having a comprehensive open space network. Those are the 
big ideas in the open space vision. It is a draft plan that they will continue to 
work on. It sets out a lot of the big ideas they heard through their outreach 
over the past year and a half. 

There are three big ideas generating from the vision that make this different 
from the ROSE that is in place now. The first is making the most of what we 
have. When they started this process, they did an analysis of how much open 
space they have and how accessible that open space is to their residents. 
They did a walking distance map that looked at both a half and a quarter mile, 
looked at hills, freeways, things that might act as barriers. Within the top five 
cities in the nation, in terms of provision of open space per capita, per 
resident, every one of our residences are within a ten minute walk to open 
space in almost all areas which is a huge accomplishment. What they found 
though is not all those open spaces are high performing. While you might be 
able to get to open space, it might not have what you want to do, whether it's 
a tot lot, because of you have children, whether it's active sports field 
because you have active recreation whether it's a place to have a picnic, 
stop and ponder. While we are comprehensively accessible, in terms of space 
and accessibility, what we need to do is to focus on how it would make the 
most of those spaces, make them high performing, bring in more facilities, 
more recreation activities, make them better maintained so people feel safer 
at all hours and not just daylight hours. That's a big focus that is a transition 
from the past open space element. The second is filling in the gaps. We are 
well provided in terms of open space but there are areas we deem high need. 
There are places where there is a very high density of population in general, 
a high density of children, teenagers, or elderly people who would significantly 
use the open space system and often these areas overlap with areas of low 
income. Those are the areas they want to focus to look at. Obviously funding 
is limited and land is limited. We need to focus where we look for targeted 
new open space possibilities. 

The other component is looking at areas that are planned for growth that are 
going to see significant influxes of new population over that same time period. 
We want to target our new open space acquisition. The third big idea that is 
new and drives this update of the open space element is utilizing the 

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community. It's our strongest asset. Some of the best things that you will see 
in the city are community gardens initiated by neighborhood group, 
streetscapes that were done by a neighborhood organization with the help of 
the Friends of the Urban Forest, neighborhood groups who initiated an open 
space on a former alley or stairway with the help of DPW. There is so much 
that the community is able to do that we often get in the way. Red tape, 
systematic or whatever it may be, trying to figure out how can we get out of 
the way, how can we support the community in terms of tools, funding, 
removal of policies and procedures that might be inhibiting those so that we 
can let the neighborhoods start bringing their own open spaces to bear as 
well. 

There are six objectives in the open space element. The first objective 
pertains to creating a high performing open space system. Adding both active 
and passive uses to as many spaces where the space can accommodate it 
so you have a choice of how you use that open space, creating more tot lots 
because people with children have a shorter walking distance that they can 
generally do, the proximity of those is important to families with children. 
Engagement with nature - is there a birding wildlife observation, education 
displays? Do people have a chance to connect with nature as it exists in 
those open spaces? They've heard a lot about some of the innovative ideas 
like food production and cultural uses. Bee keeping is another idea that's 
come up. Given our sustainability focus in the City, it makes a lot of sense 
both from the education and the functionality of those open spaces to see 
where we can incorporate those types of uses. Other amenities like 
concessions, kiosks, things that activate open spaces make people feel safe 
because there are people around on a regular basis but also give people 
things they need like a bottle of water or a cup of coffee. Obviously, we don't 
want to turn our open spaces into places of commerce so we need to look at 
that with a fine grain comb but it's an idea, especially in some open spaces. It 
can be a positive one. 

The second objective is new open spaces - focusing on areas of high need. 
The high need areas are pretty focused where you think they might be, 
primarily on the southeastern side of the City. Those are the areas they would 
like to focus both for new improvements and create capacity improvements to 
existing spaces. That helps them to figure out the places we need to look at 
right away. They are also trying within that context to look at opportunities that 
might not be traditionally thought of as open space. That includes public land 
especially public lands transitioning from a public use to something else. 
Some things like school yards, opening up PUC watershed properties to 
public access so there's hiking, moving through them provided it's consistent 
with what we need to do to protect our water quality and doing a lot more 
work on our privately owned public open spaces. A lot of downtown has a 
number of open spaces that are, by code, public open spaces, most people 
don't know about them. The hours are not conducive to when many 
community members might want to use them although they are okay for office 

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users. A lot more can be expanded to make those a true part of our open 
space network. 

The third objective is connectivity which is creating an open space network 
rather than open space places. The street network, our public realm, is 
probably the largest quantity of public space that we have, the space between 
the buildings, sidewalks, streets, alleys, etc. How can we use those as a true 
component of our public realm? We've come up with a number of street 
typologies with the help of the better streets plan like green connectors, living 
streets that add components like pocket parks to our streetscapes that can 
allow people to use them, not to play soccer on, but to sit, recreate, allow 
corridors for movement of wildlife if we have enough trees and greenery for 
different specifies, looking at all the connections we create there. There is 
also the trail network and it becomes connected to actual open space. The 
bay trail and the coastal trail which the Port has done so much work on is a 
fundamental component of that and continuing to fill in the gaps, supplement 
that with the Blue Greenway project so there are spaces happening along. 
Also the Ridge Trail which is a trail that exists in the city that most of us don't 
know about that isn't well signed, opening up and creating that as a 
component of open space network that people know how to access and get to 
and create a cross town trail. 

The fourth objective relates to biodiversity. A number of components to this is 
everything from green development, using low water, plants and try to use 
stormwater management practices in our open spaces to restoring native 
habitat, wetlands. There's been a lot of work that the Port has done on that as 
well, the wetlands restoration at Heron's Head and at Pier 94 are good 
examples and the stormwater management at Amador Street with the swales 
are perfect examples of things we want to continue throughout the City. 

The fifth objective is engaging the community. There's a number of things 
we've honed in on from talking to the community that they could use to help 
foster their efforts, things like technical knowledge, how do we know what 
plants to use, what's appropriate for this microclimate of the city, physical 
things like lending libraries where we have tills, mowers, hand tools that when 
communities want to have working days, they can have all that stuff brought 
to them on a truck, use them and they go back to a city owned system and 
dollars where possible. With regard to the red tape, one of the interesting 
things that Portland has done in recent years in recognizing that they were 
creating some blockage to community developed open spaces in their city 
was develop model city ordinance that would allow communities to transform 
their intersections into open spaces. It has a couple of criteria: (1) get sign- 
offs from the residents in the neighborhood; (2) show a community process 
that you work through as a neighborhood but provided you can meet these 
check boxes. There is a number of things one can do without any other 
approval from the city and you can do almost as of right to create an 
intersection open space where people can use. It provides a real example of 

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what we can do here when we tend to be a little process heavy and our 
process might actually stop efforts that we want to support. 

One more component of engaging the community is volunteering. People 
want do help out in their open spaces. We have an active volunteer 
community and we haven't tapped into that as much as we can. We're trying 
to work closely with Rec and Park to see how we can open up their 
volunteer system and even in some cases, create real responsibility within 
neighborhood groups for open spaces within their jurisdiction. 

The last objective relates to governing and maintenance. A big component of 
that is interagency coordination. Open spaces are owned and managed by a 
number of different agencies within the city with different standards and with 
different results. How can we standardize what we are looking for and cross- 
fertilized so that certain agencies that might have abilities in natural 
management in terms of natural areas like Rec & Park can provide that 
service to other agencies that might have natural areas within their 
jurisdiction. We are also looking at expanding that outside of just the City & 
County of San Francisco. Regional open spaces, Golden Gate open spaces - 
how can we cross fertilize with those as well so that we don't have a number 
of different agencies operating within the same seven square miles? 

Public/private partnerships are another thing they'd like to look into. It's 
another example that Portland provided a good example. They did a thing 
called 10 for 10 where they looked at creating a ten year maintenance plan 
that they had a private business partner signed up for so the maintenance 
and improvement of that park for the next ten years would be funded by a 
private business sponsor. In coming years when we're looking at severe 
budget gaps, it can be a good example of how the private sector can step in 
and help us. They've looked at a number of innovative funding mechanisms. 
The one on the table that she hopes will happen most quickly is the citywide 
impact. It's something that Rec & Park did a nexus study over a year ago to 
prove the impact of new development on our open space system and to have 
new development when it's built pay into and contribute its share towards the 
open space needs it generates. It's not huge but it will help us address where 
growth is happening and address the open space needs in those areas. 

Some other areas they are exploring are park improvement districts, where 
there is open space and neighbors immediately abutting it who feel that their 
park is not well maintained can vote themselves into an assessment district 
and have control of how that park is maintained. That's a voluntary system 
and requires a vote but they've heard some interest in it in some areas. They 
are also looking at other ways of voluntary contributions whether on property 
tax bill or utility taxes. Things that will allow residents to contribute towards 
the open space system. 

Next steps on the action plan: they plan to start within the next month looking 
at bringing back together that city roundtable so they can meet with the 

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agencies that are responsible for those open spaces as well as their open 
space partners like Neighborhood Parl<s Council, Advocates for Open Space, 
organizations and residents so we can look at some of the actual projects so 
that we can carry forth these policies into the ground. 

David Beaupre thanked Sarah for making the presentation to the Port 
Commission. Moving fonA/ard, the Port will continue to participate in the action 
plan. We will also continue to work with them on refining some of the policies. 
We will continue to work with not only the Planning Department but the larger 
City family and Rec & Park Department in seeking funds for open space 
projects on the Port's waterfront. The Port's Waterfront Land Use Plan and 
Design Access Element are consistent with the proposed ROSE update. A lot 
of the programs they're talking about, he thinks the Port has led the way in, 
whether it's community participation as demonstrated with the Pier 94 
wetlands or the Heron's Head Park and our coordination with the Literacy for 
Environmental Justice or the development of looking at alternative ways of 
doing stormwater management through a natural base systems and providing 
a diversity of parks up and down the waterfront whether it's the Pier 7 or the 
Pier 14 public piers or Rincon Park or Agua Vista Park. We provided a lot of 
diversity to the various city neighborhoods. 

Mike Kritzman, Neighborhood Parks Council, indicated that NPC has been 
working with the Planning Department and other city agencies on the public 
outreach phase of this effort. He emphasized the importance that the new 
ROSE be a strong and viable document as we move forward. He also 
introduced a memo into the record that summarized the public outreach 
efforts and includes some of the major findings. 

Ernestine Weiss appreciates the Port's efforts to have more open space 
along the waterfront; however, this is not being kept in mind with SWL 351. 
They need the open space there. As an advocate for open space and creator 
of ferry park, we need to expand open space and not put up condos as a wall. 
That is a poor idea and not a productive one. The Waterfront Land Use Plan 
needs to be updated before we do anything else to create open space. It was 
created years ago when the freeway was up. Now that the freeway is down, 
we don't need extra height like 84 feet condos going up as a wall. Sarah 
mentioned Vancouver. She mentioned that a long time ago that we should 
use the Vancouver waterfront as a model because they've done a terrific job. 
They don't have walls going up. They have the same highrise buildings we 
have here surrounding the park, just as ferry park is outlined and it's beautiful. 
We have an opportunity to develop the northeast waterfront with 44 feet 
height now that the freeway is down. We have the only opportunity available 
on that side of the Port to do something beautiful. Let's not wreck it. Let's 
expand it and make it welcoming to the community. There were outreach 
meetings where the public said no, they don't want that condo up there. 
That's the wrong thing for that part of the waterfront. Please listen to the 
public. We don't need negative outreach. We need positive thinking out here. 
The Port can do better. The Port has done better and let's go ahead make 

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District 3 something we can be proud of. It happens to be the densest district 
in the City. There's a call for more recreation, not housing or condos. That's 
the last thing we need here. Please listen to the people. They are right 99% of 
the time. 

Corinne Woods, Blue Greenway, indicated that one of the most interesting 
thing of this process is that the Port is front and center. The Port waterfront 
land is being considered very actively and very effectively in the draft plan. It's 
important to note that as the eastern neighborhood is built out under the new 
zoning. Port land will be increasingly critical to provide open space. The Port 
needs help doing that. This interagency attempt to coordinate all these efforts 
is really important. The one place where they are missing the boat is they 
haven't talked about the bay water trail, which is another regional trail that 
connects people to the water, not just to look at it, but to be part of the water 
that surrounds San Francisco. She's hoping that the Blue Greenway and the 
bay trail and the bay water trail advocates would be able to increase the City's 
ability to spell water and to connect with the water. She invited the Port 
Commission and the audience to see the hidden waterfront of San Francisco 
on June 6, 2009. 

Nan Roth indicated that, as previously mentioned, the northeast quadrant of 
San Francisco is the poorest served per capita in regards to recreation and 
open space. That includes those walks between Market and King Streets, 
running west to Van Ness as well as the Barbary Coast, Telegraph, Nob and 
Russian Hills, North Beach and Chinatown, among other neighborhoods. The 
areas south of Market are particularly sparse. She saw an NPC map which 
highlighted the existing recreation and open space facilities in that area which 
is almost nothing. The Port land is publicly held. It's incumbent on the Port to 
prioritize public uses as well as equity and diversity. She does not understand 
how Rincon Park represents equity and diversity as the report said. It's 
primarily occupied by two very expensive restaurants, laid out and 
landscaped in a manner that makes it mostly inaccessible except for the 
shoreline promenade. A few years ago, she participated in a day long 
workshop sponsored by SPUR and NPC on waterfront recreational needs 
and opportunities. The event was a sell out and the one most consistent 
concern was the lack of waterfront dependent recreation opportunities in San 
Francisco. She urged the Commission to establish both policy and a task 
force to identify locations and specific programming for the waterfront 
commensurate with both need and recreational opportunities unique to a 
waterfront location. The earlier plans for recreation development at Piers 
27/31 revealed what a complicated task that can be and it was an 
inappropriate location for waterside activities. It can only become more 
challenging as the most suitable sites are put to other non-recreational uses, 
making the most of what we have will be a lost cause. She's heard nothing 
today except how City policy is being revised to be consistent with the 
Waterfront Land Use Plan (WLUP), based on her reading of this report and 
not necessarily what she heard on Ms. Phillips presentation today which 
include a lot of material that wasn't available to the public. Those words were 

M05262009 

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included in that report in several locations. Why are we not revising the WLUP 
to be more consistent and supportive of citywide goals as represented by the 
Recreation and Open Space Element? As it is, there seems to be little 
incentive or likelihood that we will ever see meaningful, new recreational 
opportunities on the northeast waterfront for one. We need more specificity 
beyond the visionary. The Vancouver approach in regard to their waterfront 
should be explored and used where possible as a model. 

Aileen Mann, North Beach resident and small business owner and works in 
the Financial District, indicated that she's not affiliated with any organizations. 
She's an interested and concerned citizen about the Embarcadero area 
development and the non-functioning piers and maximizing open public 
space. She's well aware of our state's severe budget deficit but she thinks 
that our city should be cautious and not rush into any private development. 
She could have done more research and she probably don't know the 
intricacies and details, a lot of what goes on with the city and private sector so 
she may be a little naive in that sense. She's here because of her interest in 
SWL 351 . Instead of a private development with condominiums, it should be 
sustainably designed, which is a great idea. She's not completely opposed. It 
can all be incorporated. More public space, private open space that is public 
would be a great thing to see there, with a mixed of everything. Ideally, she'd 
like to see a sort of YMCA or another city public recreation facility, right now 
where Golden Gateway Tennis and Swim Club is. She was a previous 
member there because her company subsidized a fitness club. With the 
economic downturn, she had to rescind her membership. She knows that 
there are a lot of members that love it but it only serves a small portion of the 
city. As a tennis player, if they were to remove 4or 5 of the 9 courts, it's 
ludicrous to keep a tennis and swim club with four courts. The City should 
wait; it's been 8-9 years that this has been going on. Considering that maybe 
in 3 years, our economy will be doing better. If the Port holds on to that land, 
we can make it a public recreation center with tennis courts that have a more 
efficient way of doing booking because people that work in the financial 
district can't go there and sit and wait for a court. She has an hour lunch 
break and would like to be able to play tennis in an hour. 

Commissioner Hardeman indicated that this great. When he grew up in San 
Francisco, the parks were showplaces. They looked like Melbourne where he 
just came from. It's called a city of gardens. Every park in San Francisco was 
immaculate. Every park had a surface where children, teenagers, adults could 
play ball on, has tennis courts, etc. There was an athlete who was a director. 
If you mess up the park, he would physically take you out if he wanted to. 
Those days are gone. Times have changed. It was better that they had 
athletes running those parks. He lived in 18 different places and he went to a 
lot of parks. Not only is he happy to see the interest in parks but the 
maintenance of parks. The Silver Park in Bayshore was done with artificial 
field which was fantastic because he coached two baseball teams and they 
used to practice there and it was a disaster. Those types of artificial grass are 
a real benefit. Melbourne is a city of gardens. They refer to gardens as parks. 

M05262009 

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Compared to San Francisco, we're looking pretty good. He was glad to hear 
Sarah's presentation because he was going to ask the question where we 
stand nationally. He's sure we stand good, nationally, with the amount of 
open space, park land and everything but the maintenance is not where it 
should be. He remembers when he was a baby he was able to go to Golden 
Gate Park and they played around. It didn't make a difference where you go. 
It was immaculate, pristine. Everything was in great shape. That's something 
that has to be taken into consideration. It's not just to have it but to take care 
of it. It's like a house. If you have a beautiful house but if you don't take care 
of it, it's worthless. Talking about children is wonderful. In his block, a baby 
was born two weeks ago. One was born last year. In the whole block, there 
are babies everywhere. It's wonderful that people want to live in San 
Francisco but they crowd up the little West Portal Park. It's nice to see and 
happy to hear the expansion of open space and parks. 

Commissioner Fong commented that this is a great project. He's highly 
supportive of it citywide. Obviously, open space means different things to 
different people i.e. water access, sitting and pondering, gardening, etc. He 
commended them for doing a great job of looking at all the different diverse 
parks of San Francisco and the different needs. 

10. REAL ESTATE 

A. Status Report on Port Holdover and Month-to-Month Propertv Agreements 
and Approval of Month-to-Month Leasing Policv. (Resolution No. 09-28 ) 

Brad Benson, Special Projects Manager, indicated that in January 2009, staff 
updated the Port Commission about the budget analyst's observation that 
large number of Port leases are either on holdover status which means that 
the Port and the tenant entered a lease for a term agreement and the term 
expired and lease continues with ail its terms and conditions in place on a 
month-to-month basis and also month-to-month leases where the Port 
originally entered the lease with a tenant on a month-to-month basis. The 
budget analyst's concern expressed to the Board of Supervisors in a series of 
hearings at the Board was that by entering month-to-month leases initially, 
the Port may be evading the Board of Supervisors' oversight pursuant to 
Charter Section 9.1 18 which requires that the Board approve leases of a term 
of 10 years or more or totaling revenue of more than a million dollars. The 
Port's known about the large holdover and month-to-month leases for quite 
some time and started with the help of the Department of Real Estate a 
project to bring new leases into term leases at market rates. Jerry Romani is 
on assignment from the Department of Real Estate. Phil Williamson has been 
coordinating the project. 

Phil Williamson, Project Manager, indicated that since January 2008, in 
conjunction with the City's Dept of Real Estate, the Port implemented a 
holdover leasing project to competitively bid and/or renew existing leases with 
tenants on holdover or month-to-month leases. The City Real Estate 

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Department provided the Port with staff member, Jerry Romani, who's been 
at the Port over a year and has been working with staff on this project to 
reduce our backlog of holdover and month-to-month leases. Since its 
inception, the project has effectively addressed the Port's large backlog of 
leases. Beginning in January 2008 when the project started, we identified 149 
leases that were on holdover status. Their term had ended and became a 
month-to-month lease by statute. We also recently expanded the project to 
include leases that were drafted as month-to-month leases. The addition of 
those leases to the project expanded the total to 331 total agreements. 

The project team prioritized holdover month-to-month lease renewals looking 
at the revenue potential first. Revenue growth was deemed a critical role for 
the project. Another factor we looked at was tenant retention. It was important 
to retain as many tenants as possible as a result of these efforts. Of the more 
than 300 project leases, so far, staff has addressed a total of 98 through 
negotiations of new leases, through a rent increase by letter as allowed for 
the lease or in some cases, by termination of the lease agreements. 

These efforts to date have resulted in additional monthly revenue of 
approximately $50,000 to the Port. There are over 300 total agreements. 
We've resolved 98 and have 121 agreements that are currently under 
negotiations. These leases can produce an additional $30,000 in revenue to 
the Port per month. That points to the fact that we looked at the higher 
revenue potential agreement first. The remaining agreements have less 
revenue potential per lease. To date we've completed 23 brand new lease 
renewals with existing tenants. We set our term requirements at 3 years or 
greater. After evaluating the workload, we don't believe spending the time to 
process a new lease for less than 3 years was a good use of resources. 38 
leases were increased to market rate where the tenant was not interested in 
the term of 3 years. Month-to-month was deemed appropriate. 22 agreements 
were confirmed to be at market rate and remain on a month-to-month basis. 
15 tenants were terminated by the Port either as a direct result of our efforts 
to pursue a term or for other business reasons. 121 leases are in process. 
The remaining 112 leases are waiting processing or fall into categories that 
may not be appropriate for term leasing or lease renewal. These results 
highlight the Port's successful efforts to reduce the backlog of holdover and 
month-to-month leases. With the number of outstanding holdover and month- 
to-month leases being reduced, management of the remaining workload is 
now transitioning back to the Port's Real Estate Department. The City Real 
Estate and Port Project staff are reporting directly to Susan Reynolds, Deputy 
Director of Real Estate. Ms. Reynolds has also assigned dedicated Port 
leasing staff to perform holdover lease renewals on an ongoing basis so the 
backlog will not grow to a level as it had resulting the need for this project in 
the first place. 

Brad Benson, Special Projects Manager, acknowledged Phil Williamson's and 
Jerry Romani's work on this project. They've been working through a vast 
number of leases trying to bring them back up to market or get them into new 

M05262009 

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term agreements. Port staff understand that there has been written 
communication with the Port Commission linking a property of parking lot that 
the Port has put out to competitive solicitation with this holdover and month- 
to-month policy and suggesting the policy states that the Port will always 
renegotiate a new term lease with parties who are on a month-to-month 
status. It's always been the intention and practice of Port staff to, where 
opportunities are identified, to put them out to bid consistent with City policy. 

To the proposed month-to-month leasing policy, we have identified some 
circumstances under which we believe month-to-month leasing is a good real 
estate strategy. The purpose of the resolution is to seek Port Commission's 
confirmation of the policy suggestion by Port staff. Where the Port is in 
exclusive negotiations for development of a site, as an example the Pier 27- 
31 project that continued in negotiations for many years, it would have been 
unfair to tenants at those locations to negotiate term agreements only to have 
to relocate them, possibly with controversy. In those cases, month-to-month 
leasing seems to be an appropriate real estate strategy. Taking as an 
example Pier 27 that the Port now intends to develop as a Public Works 
construction project, it would also make sense at a location like that. 

The Port has many storage agreements, many of them generating under 
$5,000 a month. Some of these storage activities are seasonal in nature, for 
shorter period of time. Port staff suggests that where the monthly income from 
those storage agreements is under $5,000 that month- to-month terms are 
appropriate. Often, the Port will license the use of a parking space in 
conjunction with an office or warehouse space. Staff recommends that it's 
appropriate that the Port retain flexibility of the use of those parking spaces 
that at some later date, it may be appropriate to license that parking space to 
another user. It's not parking lots. It's the Port's policy to lease out parking 
lots and competitively bid those opportunities. 

With regard to public rights of way, unlike the City, the Port license the use of 
public rights of way. We lease curb space in the Fisherman's Wharf for visitor 
bus uses. Berthing space, sidewalk encroachment space where somebody 
may be selling something in the sidewalk. Port staff do not recommend 
entering into term exclusive agreements for these public rights of way. 

The Port has some equipment. As an example in the Fisherman's Wharf area 
are some scales used for weighing fish. The use of or access to that 
equipment does not have a term associated with it. We often have 
responsible parties seeking to geotechnical or environmental investigation of 
Port property which we perform under license agreements and there should 
be no term associated with that and short-term agreements like construction 
laydown where it's hard to ascertain the exact term of construction project. 
We are proposing two safety valves. During periods of adverse commercial 
real estate market conditions, we may find it difficult to negotiate term 
agreements with tenants. In those cases, it may be appropriate to enter 
month-to-month leases but not to exceed 24 months, to honor the budget 

M05262009 

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analyst's concern about going over the 10 years provided in Charter Section 
91 18 or other agreements where the Port Executive Director finds a public 
purpose but not to exceed 24 months. Those are the policy suggestions. This 
would give Port staff flexibility to enter month-to-month agreements but it 
could also give the Port a formalized policy which we have not had to date 
which we could bring to the Board of Supervisors for the review and 
concurrence; thereby, addressing an issue that the budget analyst has raised 
in multiple reports to the Board of Supervisors. 

Commissioner Lazarus indicated that she raised this when the issue first 
came before the Commission. She realizes that it's semantics but when she 
looks at the list of so-called exceptions, she won't think of any of them in 
terms of lease. They all look like sort of permits or agreements. She 
wondered if we can get away from even referring to this as a leasing policy. 
To her, lease implies something longer term. 

Brad Benson replied that this covers all of the Port's property agreements. 
Some of them are leases. Storage agreements, leases for space that might 
be under exclusive negotiations for development. We have multiple tenants at 
locations such as Pier 27/31 and Pier 17. There are leases that are involved 
there. There are also licenses which involve the non-exclusive use of Port 
property. We were trying, because of the concern expressed at the Board of 
Supervisors, to be comprehensive in our thinking about it. 

Commissioner Lazarus agreed with that but it seems to her that by putting all 
of those things under the umbrella of a lease that we tend to create the 
problem in the first place. 

Brad Benson indicated that most of the agreements that are currently part of 
the project that Phil Williamson talked about are leases. Most of the 331 
leases fall into that category. In the resolution, we talked about month-to- 
month agreements as opposed to leases to capture that umbrella-type of 
agreements. 

Commissioner Shakofsky indicated that Commissioner Lazarus raises a good 
point. It was something that became obvious to her as well. It became public 
that the Port had hundreds of holdover leases. As she examined them, there 
was a storage shed. She asked if that was a lease and couldn't we use the 
term storage permit or storage agreement? She doesn't know if we are 
changing our language on these as we move forward so that two years from 
now, we are not looking at another public outcry at our hundreds of holdover 
leases when a majority of them are storage sheds and curbside parking. 
When someone thinks of a lease, they do think of a large piece of property. 

Brad Benson indicated that the Commissioner is right that we could have 
been better in that context about trying to distinguish the leases. He and 
Susan Reynolds had a fun experience at the Board of Supervisors trying to 

M05262009 

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explain some of the differences that we're talking about. However, there 
wasn't an appetite to hear those kinds of distinctions. 

Susan Reynolds, Deputy Director of Real Estate, clarified that one of the 
issues, when they were before the Board of Supervisors, was that many of 
our properties such as licenses to enter, permits, agreements, are all put into 
PropWorks and unless one goes through and dissect the codes, it would be 
difficult. She knows what they are and she could tell by looking at them but 
when you pull a report, they all show up in one document. Everything was put 
into one bucket. If you slice and dice our portfolio, you can tell what they are. 
Say it's a PG&E vault and it's a license to enter, she knows that by looking at 
the code but the budget analyst looks at everything collectively. It is 
semantics but because the system that we have doesn't have the capacity to 
break out the different types of descriptions, it's a by-product of the system 
that we have. We know what our important licenses are if they are curb 
space, etc. 

Commissioner Shakofsky reiterated Ms. Reynolds' comments that it's an 
artifact of the PropWorks program. Ms. Reynolds concurred and added that if 
we want to get into semantics, we could put leases and interchange the word 
agreements. She does not know if that will solve anything. 

Commissioner Lazarus indicated that the concern is that we don't end up in 
the same position in two years or whenever. She thinks that we would be able 
to show them this policy and say this conforms or doesn't conform. If there's 
nothing you can do about the report, then so be it. Ms. Reynolds indicated 
that we tried at the time but we decided to tell them we'd come back with the 
report and hopefully next time we can dissect the report more finely so that 
we won't be in the same position that we were in previously. 

Commissioner Lazarus asked if we are going to provide them with this policy 
as part of our response. Ms. Reynolds replied affirmatively. 

Brad Benson indicated that we started briefing members of the Board of 
Supervisors about the policy and these are common sense suggestions. 
There is nothing about the policy the way it is crafted that inhibits the ability of 
staff to call something as a license versus a lease. There is a flexibility going 
forward. A combination of the project and the actual work getting new term 
agreements and getting agreements up to market and policy adoption should 
address most of the concerns that we experienced before. 

Commissioner Brandon indicated that covers one third of the problem but the 
larger issue, the two thirds, which is not having staff to negotiate the leases 
that got us into this. Now it's going back to the Department of Real Estate. 
She got confused when Phil Williamson said that the City Department of Real 
Estate and the Port will report to Susan. She asked if we are still going to 
work with the City Department of Real Estate. 

M05262009 

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Brad Benson replied that Phil Williamson has been managing this project and 
he's in the Planning and Development Division. He explained that the project 
is moving back into the Port's Real Estate Division. Jerry Romani is going to 
continue to be on loan to the Port from the Department of Real Estate but 
reporting to Susan rather than Phil. Additionally, Susan has assigned a full 
time real estate person to work on new holdover leases when the term 
expires. We have dedicated ongoing Port staffing to address this issue. 

ACTION: Commissioner Hardeman moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-27 was adopted. 

11. ENGINEERING 

A. Informational presentation bv the San Francisco Public Utilities Commission 
staff on the North Shore Force Main Sewer Improvement Project 
(Embarcadero. Drumm and Spear Streets) including Seawall Lot 351 located 
at Washington Street at Embarcadero . 

John Mundy indicated that Port and SFPUC staff will introduce an 
infrastructure project which we believe is critical to the residents and 
businesses of northeast San Francisco. Last year, there were emergency 
repairs performed by SFPUC contractors in the vicinity of the Port 
headquarters. These repairs were at Pier 1/4 and SWL 351. Inspections 
performed by SFPUC staff after the repairs were completed revealed that a 
portion of the force main between Pier 1.5 and the Agricultural Building had 
deteriorated significantry. The sewer in question is a 36-inch force main, 
which carries flows for most of northeast San Francisco. The sewer is in 
seriously deteriorated condition. The SFPUC has developed an emergency 
repair project to address deterioration in the sewer, the north shore force 
main. During the past six months, Port and SFPUC staff have been working 
to ensure that portion of the project taking place on Port property at SWL 351 
is administered in a manner that minimizes disruption to Port and Port tenant 
operations. Next month, Port staff will present an MOU that establishes the 
rights and obligations of SFPUC easement at SWL 351 . 

Bessie Tam, SFPUC Project Manager, provided the Commission an overall 
outline of the project, background information about the existing force main, 
the proposed project, schedule and next steps. SFPUC has been working 
with Port staff on this project in terms of how to expedite and execute it. She 
showed a map of the service area of the existing force main. The blue lines 
show almost a quarter of San Francisco, specifically, in the northeastern 
region. All of the flow from this service area will enter into the north shore 
force main. It services over 350,000 people on a peak workday. This is an 
important part of the sewer system. It provides services to the Port and its 
tenants; it's about 8,000 linear feet of pipes. She showed the different types of 
materials of the sewer system. The thicker red line from north of Jackson 
Street up towards the North Point Street, the existing 36-inch pipe is encased 

M05262009 

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in their transfer storage box. It is within the 8-foot-by-9-foot and 6-inches 
sewer box, south of Jackson Street between Jackson and Howard Street on 
the Embarcadero. That pipe is buried directly in the street under 
Embarcadero. It is made of ductile iron and steel. In 2008, there were two 
emergency breaks in the ductile iron portion and in the steel portion of the 
pipe. Upon investigation, SFPUC realized that there's extensive corrosion in 
the steel section of the pipe. She showed a picture from one of the 2008 
repairs that SFPUC did in Embarcadero and the second one within SWL 351 . 
From the CCTV survey, the pipe has extensive corrosion and a photo of the 
corroded pipe. The corroded section is about 3,000 feet. As part of that, the 
technology that they currently have for TVing that pipe, they won't be able to 
TV all of it. This type is in service most of the year and they cannot go in and 
do service right now. She showed a drawing of the area map, the blue line is 
the existing sewer; the blue crosses are the approximate locations of the 
sewer main break. The black line shows their proposed project. The black line 
will be the new sewer alignment and a proposed new facility. One of the main 
questions is why don't they replace the existing line instead of putting in a 
new alignment. The simple answer is that this line is in service most of the 
year. It is located under the Embarcadero. They don't have enough time to do 
the proper repair because they cannot take this line out of service and do a 
proper assessment. The assessment that was previously done was only for a 
small portion of the pipe because it was an emergency work. In order to do 
that, they need to put in a new pipe, have the new line in service before they 
can go into the existing one and take a look and do the proper assessment 
and repair. 

SFPUC was made aware of the corrosive line and the problem in this major 
infrastructure through the sewer main break. The purpose of this project is to 
adjust the susceptible infrastructure. They want to prevent service interruption 
to a number of people including the Port and the redundant line will allow 
them to have increased sewer system reliability in the future. Just like any 
construction project, there are temporary impacts. They have been doing 
outreach to a number of the businesses along the alignment since February. 
They have a list of potential concerns that they have been talking to the 
various parties about. Is their going to be interruption to the sewer service? 
There are questions about driveway access to the businesses during the 
construction as well as noise, traffic, transportation and parking issues. There 
will be no interruption to sewer service during the construction. That is the 
standard construction practice. Driveway access will be provided at all times. 
The one exception is at the Hyatt entrance. They will be working with Hyatt 
closely. They will be doing that work during the weekend, the preferred time 
since they have minimal driveway access. To address the noise, traffic and 
transportation, they have been working with DPT and the Port to determine 
the best work hours throughout the alignment. There are limited work hours 
depending on the specific location e.g. Drumm Street between California and 
Sacramento will be weekend work only. Most of the intersections are 
weekend work only based on the feedback from the businesses and Muni. 

M05262009 

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They will continue to coordinate with the Port, DPT and Muni on the 
transportation and parking issues. 

SFPUC staff will continue to work with the Port staff and the complete design 
package will be reviewed by the Port. They will be seeking a permit from the 
Port before they begin construction. They will minimize noise and construction 
impacts. SFPUC is the project sponsor and as such, they are financially 
responsible for the construction of the whole project. They are going to obtain 
access at SWL 351 for the vault construction. They have been in 
conversation with Equity offices on this issue. They will continue to work with 
the Port on the parking impacts. They will also talk about easement 
documents as part of this project. They have been working with the Port to 
limit the impact and potential future development. This force main is a very 
important infrastructure. They've learned about the corrosion issues and 
they've expedited the design project. The mitigation of the impact is that they 
have restricted hours. The Port has provided them additional staging area. 
The contractor will enter into a lease with the Port for SWL 347S. To minimize 
the issue at the vault construction, they have re-phased the work so they can 
start in January 2010 instead of beginning some of the work this fall. They are 
going to pile support the vaults. When the potential future development 
comes in, they would not need to support the vault because they will be on 
piles and it will be self-supported. They are relocating the existing pipes and 
abandoning pipes that are within SWL 351 that they no longer need. They will 
continue negotiations with the Port. She thanked Port and staff for working 
closely with SFPUC staff. They will continue the conversation on the MOU 
and finalize the language. 

SFPUC staff is finalizing the design of this project. They expect to advertise 
this project in June or July 2009. When they finalize the MOU in July, they will 
come back to the Port Commission for approval. In August & September, 
after bids are received, assuming the bid and award process goes smoothly, 
she will be presenting the MOU and the construction contract in front of the 
PUC Commission for approval. They will begin construction in September/ 
October. The construction duration is expected to last 12 months. They are 
observing holiday moratorium so there will be no work between Thanksgiving 
and New Year. The work on Embarcadero and next to SWL 351 will not begin 
until January 2010. 

John Mundy thanked SFPUC staff for working so well with the Port. This is a 
very big project on the waterfront and for PUC to be able to pull together all of 
the design and still be able to accommodate the Port's input and arrive at a 
design that accommodates both PUC and Port interests so effectively within 
the constraints of City government is no small feat. 

Eula Walters, Golden Gateway Center resident since 1972, indicated that 
she's interested in what they are going to do with SWL 351 . The Port and the 
Golden Gateway Center have been negotiating for years for SWL 351 . Why is 
it all of a sudden a sewer will be put through the area where the pool and the 

M05262009 

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tennis court is? Why do they need to put a sewer from Jacl<son to the 
Embarcadero? If she can't get answers, where will she get them? How are 
they going to cut through SWL 351? There are condos that they think are 
going up. They feel that they can't build unless they have a garage. They 
have been negotiating with the Port for years. Why do they need a sewer? 
How are they going to get through the pool and the tennis courts? She's tired 
of people coming and tearing up their recreation area. 

B. Request to award Master Contracts with two firms: Winzler and 

Kelly/Structural Design Engineers Joint Venture and Creeqan + D'Anqelo/F.E. 
Jordan Joint Venture for As-Needed Engineering and Related Professional 
Services in an amount not to exceed $1.5 million each. (Resolution No. 09- 
29) 

Norma Nelson, Contracts Manager, indicated that the Port has been using as- 
needed contracts for several years. These Master Agreements are used to 
complete work that cannot otiierwise be performed by existing City and 
County of San Francisco staff due to expertise requirements or workload 
issues. 

She highlighted key points in the background, scope of work, selection 
process, funding, resolution, summary of the written staff report and provided 
the Port Commission brief information on the new parties to the as-needed 
contracts. 

Staff secured the requisite Civil Service Commission approval to contract out 
these services at its March 2, 2009 meeting with IFPTE Local 21 approval. 
The Local 21 approval includes the agreement to continue providing first 
option to perform work to city staff and quarterly reporting of contracting 
activities as well as any changes in employment for Local 21 members. 

At its March 10, 2009 meeting, the Port Commission under Resolution No. 
09-16 authorized staff to issue a Request for Qualifications for As-Needed 
Engineering and Related Professional Services and solicited three teams, 
each with three-year contracts in an amount not to exceed $1 .5 million. Staff 
revised the request from the previous RFQ to delete the reference to 
Architectural Services because we found that most Architectural Services 
could be performed by city and Port staff. 

The use of as-needed contracts is governed by Section 6.64 of the San 
Francisco Administrative Code. A department head may issue or modify any 
contract service orders (CSO) to exceed the foregoing limits only upon the 
department head's written determination establishing the urgency of the work 
and the justification for proceeding under Section 6.64 rather than by formal 
competitive process. This point is important because as a part of this 
resolution, the Port Commission is being asked to change its practice of 
requiring its approval of Contract Service Orders exceeding $200,000 by 

M05262009 

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resolution, but instead delegate authority to the Executive Director to make 
such approvals and make those approvals at a threshold of $500,000. 

As indicated in the resolution authorizing advertisement of the RFQ, due to 
the nature of as-needed services, it is not feasible to define a specific scope 
of work in advance. Instead, the RFQ provided descriptions of CSOs issued 
under the existing as-needed contracts and a list of the types of professional 
disciplines and work likely to be needed. Major categories and minor 
categories based upon anticipated types of work and professional disciplines 
are required. Language will be included in the contracts to allow for 
emergency services provided by offices located outside of San Francisco with 
24/7 contact information. 

The Port advertised the RFQ on March 13, 2009 with a submittal due date of 
April 8, 2009 and LBE subconsulting participation goal of 20%. Six teams of 
primes and subconsultants responded to the RFQ and were evaluated based 
upon a 60% weight of their written submittal and 40% weight on the 
interviews. The evaluation panel included two representatives from the 
SFPUC and two Port staff. The process was facilitated by the Port's Contract 
Manager and monitored by the HRC. The top three ranked teams with HRC 
Joint Venture incentive points added to the evaluation panel's raw scores 
were: 

1. URS/AGS Joint Venture 

2. Winzler & Kelly/Structural Design Engineers Joint Venture 

3. Creegan & D'Angelo/FE Jordan Joint Venture 

We were not able to successfully negotiate a contract with URS/AGS in time 
for preparation of this staff report. As such only two of the three top ranked 
Joint Ventures are being recommended for contract award at this time. Staff 
anticipates returning to the Port Commission with a recommendation to award 
a third contract at a later date. 

The two recommended teams each include Joint Venture partners with 
existing as-needed contracts with the Port as well as two LBE Joint Venture 
partners that did not participate under the existing Port as-needed contracts. 
The Joint Venture partner for Winzler & Kelly is Structural Design Engineers 
Inc. Structural Design Engineers was founded in 1984 by Raj Sahai, a former 
Senior Structural Engineer at Skidmore, Owings and Merrill. He has over 20 
years experience in seismic strengthening, renovations, repair and new 
building design in the San Francisco Bay Area. 

The Joint Venture partner for Creegan & D'Angelo is F.E. Jordan Associates. 
F.E. Jordan Associates was originally established in San Francisco and 
founded in 1968 by Fred E. Jordan. F.E. Jordan has extensive experience in 
working with the Port of Oakland, Port of Richmond, the Hunters Point 
Shipyard redevelopment project and other San Francisco projects such as 

M05262009 

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civil and structural design services for the South Basin Bridge preliminary 
planning and work at Pier 94/96 for the Port of San Francisco. 

Staff recommends and requests the following authority from the Port 
Commission: 

• Authorization to enter into Master Agreements with Winzler & 
Kelly/Structural Design Engineers Joint Venture and Creegan & 
D'Angelo/F.E. Jordan Joint Venture for as-needed engineering and related 
professional services; 

• Authorization to execute such Master Agreements with terms of three 
years with the option to renew each contract for an additional year. 

• Authorization to award the recommended Master Agreements in amounts 
not to exceed $1 ,500,000 each; and 

• Authorization to issue Contract Service Orders without further Port 
Commission approval in amounts that shall not cumulatively exceed 
$500,000 for any single public works project. 

ACTION: Commissioner Brandon moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-27 was adopted. 

C. Request authorization to award Construction Contract No. 2722. Pier 27 
Shoreside Power Project to Cochran. Inc. in the amount of $4.848.000 which 
includes a 10% contingency for unforeseen conditions, plus under same or 
different agreement, three years of Operation and Maintenance beyond final 
completion in the amount of $275.806. for a total authorized expenditure of 
$5.123.806. (Resolution No. 09-30 ) 

Jay Ach, Manager of Environmental and Regulatory Affairs, indicated that 
Port staff has been working on shoreside power for several years. It's a 
combined Engineering and Maritime project. Originally, staff came to the Port 
Commission several years ago along with the Board of Supervisors to request 
authorization for a sole source contract with Cochran, Inc. from Seattle. The 
Port Commission granted staff that authority as did the Board of Supervisors. 
Staff proceeded in contract negotiations with Cochran since then. Staff is 
asking for an increase in authorization for two reasons: (1 ) increase the 
construction authorization from $3.6 million to $4.84 million including 
contingencies; and (2) request to authorize an Operations and Maintenance 
agreement with Cochran for additional $275,806 for a period of three years. 
This would make a total authorization request of $5,123,806. 

This project has proceeded in a accelerated schedule. Normally, in 
engineering design/construction project, there would be a conceptual design, 
conceptual project estimate, get a go ahead to move forward with the project, 
do a detailed design with an engineering cost estimate in order to know 
what's expected when it goes out to bid, go out to bid and get a final bid price 
for the construction and proceed with construction. This project is a 

M05262009 

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design/build contract. Cochran is doing both the design and the construction. 
This project schedule has been driven primarily by the grant from the Bay 
Area Air Quality Management District. BAAQMD acted in 2007 and made an 
award of $1 .9 million to the Port. Originally that grant had a 2009 deadline 
associated with it which we have extended to the end of 2010 but that very 
short fuse on this project added enhanced motivation to Port staff. It was an 
incredibly short deadline to try to meet. In the process of working with 
Cochran to define the scope of their design/build contract, it necessitated a lot 
of design work during the design conversations. We are close to signing the 
design/build contract with Cochran. As soon as we sign the contract, they are 
going to turn around and hand us design documents for our first review. While 
the negotiations have taken quite a while, a little over two years into the time 
period since the award of the grant by BAAQMD, we are close to having a 60- 
80% design presented to us. We are on track to have this project completed 
by the end of 2010, which means we are going from conceptual design to 
completion of construction in under four years, which is a fairly rapid phase 
for Port projects. How did we do cost wise? In Exhibit A attached to the staff 
report, it details the additions, changes, the choices we've made as this 
project has moved along. There have been design changes. Originally the 
project was slated to go to Pier 35, we moved it to Pier 27, then we moved it 
around to different locations on Pier 27 to get it out of the way of future cruise 
terminal development and also to take into account fire code provisions. 
There was an additional connection point added so ships can come in, either 
bow or stern first which is necessitated by some ships having a connection 
point on one side and others on the other side. There have been options to 
enhance the overall system capacity. We are originally looking at the 12 
megawatt overall design capacity. We've increased that to 20 megawatt 
because of the largest class of cruise ships need that enhanced capacity. 
There have been additional issues with San Francisco PUC and equipment 
that they have at the foot of Pier 29. Originally we were going to connect to 
that. As we've moved along, PUC, with the agreement of Port Engineering, 
has realized that it's best to replace all that equipment so that it was included 
in the project too. That alone cost about $340,000. 

The cost estimate is attached as Exhibit B to the staff report. That cost 
estimate or schedule of values has been looked at closely by Port 
Engineering as additional assurance to the Port that those are fair and 
reasonable estimates. We've gone out to a third party consulting electrical 
engineering and had them do their own cost analysis and cost review. 
They've come back and agreed that this is a fair and reasonable cost for this 
project. Mr. Ach asked the Port Commission's approval of the contract. 

Commissioner Lazarus indicated that it seems like, in this era, a lot of project 
costs are coming down. She asked if it's safe to say that this is largely the 
function of increased scope of a project that otherwise might have stayed the 
same or dropped in cost and maybe it's not also analogous because it's a 
different ballgame building a building. It feels like the wrong time to be looking 
at increases. 

M05262009 

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Mr. Ach replied that is absolutely a fair question. It has been an increased of 
scope. Cochran will be using a local union contractor to do the actual 
construction. They've actually beat down the original construction cost by 
$400,000. They've been working very hard to reduce the actual construction 
cost. We've added a lot of scope items but we're comfortable that the costs 
are indeed justified, fair and reasonable. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-27 was adopted. 

12. NEW BUSINESS /AGENDA SETTING 

Ms. Moyer reminded the Commission that starting in June, we're meeting once a 
month. The June calendar has 1 1 items; two of them we proposed could be on 
consent with the Commission's concurrence. One would be the request approval of 
our interim leasing policy. This is a policy that was presented to the Commission by 
Brad Benson a couple of months ago. As a reminder, it's our idea that we try to do 
more Pier 9-type leasing with longer leases and more tenant improvements that 
could be amortized. Nothing in our proposal has changed. We have, in our 
intervening time, been taking it out to our advisory committees. The second one is 
the request to advertise for competitive bids. We always do the authorization to bid 
on the consent calendar. That leaves us with 9 action items. We are due to have a 
Brannan Street update. We are making some good progress on that. We might 
hold off on that update until July or August in recognition of the long schedule for 
June. The Expioratorium items have moved from July to August in relationship to 
the progress of the environmental impact report through the Planning Commission. 
We believe August to be a good date although there are still negotiations going on 
in other aspects related to historic preservation, etc. In June, there are three items 
related to moving the bond project forward. We were hoping to have the MOD with 
DPW for the cruise ship terminal today but we didn't get their price proposal until 
after the staff reports needed to mail. We had a little negotiation to do. We hope to 
be on schedule for June. 

Commissioner Lazarus indicated that since the Executive Director raised the 
question of interim leasing policy going on the consent calendar, she seems to 
recall that item needed to go to the State Lands Commission. Ms. Moyer indicated 
that Brad Benson and a few other staff visited directly with the State Lands 
Commission and got their buy-in on it as it stood and BCDC has always been 
supportive of it. On the regulatory front, we are ok. 

13. PUBLIC COMMENT 

14. COMMUNICATIONS 

15. ADJOURNMENT 

ACTION: Commissioner Hardeman moved approval to adjourn the meeting; 
Commissioner Lazarus seconded the motion. All of the Commissioners were in 
favor. Commission President Fong adjourned the meeting at 5:23 p.m. 

M05262009 

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SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shal(ofsky, Vice President 

Kimberly Brandon, Commissioner 

IVIichael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

IVIonique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, JUNE 9, 2009 

2:00 P.M. CLOSED SESSION - CANCELLED 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfDort.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 




1 . CALL TO ORDER / ROLL CALL 

2. APPROVAL OF MINUTES - May 26, 2009 

3. ANNOUNCEIVIENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

4. EXECUTIVE 06-04-0 9P03: 10 RCVD 

A. Executive Director's Report GOVERNMENT 

• Plant Organic Cafe - new cafe at Pier 3 DOCUMENTS DEFT 

A06092009 JUN " 4 2009 

-1- 

SAN FRANCISCO 
PUBLIC LIBRARY 



• Commendation for Janet Bias, Senior Personnel Analyst, on her 
retirement 

5. CONSENT 

A. Request authorization to advertise for competitive bids for Contract No. 2721 , 
the Americans with Disabilities Act (ADA) Upgrades Project at 401 Terry 
Francois Boulevard. (Resolution No. 09-31) 

B. Request approval of Lease L-14646 with San Francisco Soccer, a non-profit 
corporation, for a term of two years for recreational activities on 21 ,230 
square feet of paved land located at the valley of Pier 27-29 on the 
Embarcadero at Lombard Street. (Resolution No. 09-32) 

6. ENGINEERING 

A. Request authorization to enter into a Memorandum of Understanding (MOU) 
with the San Francisco Department of Public Works (DPW) for the Pier 27 
Cruise Terminal Project Management, Architectural and Engineering Services 
for the Program Phases from Project Development through completion of 
Schematic Design. (Resolution No. 09-33) 

B. Informational presentation on the status of the design of the Brannan Street 
Wharf project, located immediately east of The Embarcadero Promenade 
between Piers 30-32 and 38. 

7. REAL ESTATE 

A. Informational presentation on the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming Rates. 

8. NEW BUSINESS / AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation on June 2009 Draft Preferred Master Plan for 
Pier 70 (July 14, 2009) 

• Informational update on the Port's Facility Assessment Program (July 14, 
2009) 

• Informational presentation regarding parking in the Ferry Building Area 
(July 14, 2009) 

• Request approval of the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule, Monthly Parking Stall Rates, and Special Event and Filming 
Rates(July 14, 2009) 

• Request approval of the Port's Proposed Capital Program, Revenue Bond 
and Implementation Plan (July 14, 2009) 



A06092009 

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A06092009 



Request approval of a Reimbursement Resolution related to the Port's 
Proposed Revenue Bond (July 14, 2009) 
Request approval of the Port's Debt Policy (July 14, 2009) 
Request authorization to advertise a Request for Proposals (RFP) soliciting 
Structural, Civil and Marine Engineering Design Services for the Pier 43 
Promenade Project (July 14, 2009) 

Request authorization to award Pier 45 drainage improvements project 
(July 14, 2009) 

Request authorization for the Executive Director to execute Amendment 
One to the Transit Shelter Advertising Agreement with Clear Channel 
Outdoor, Inc. and the San Francisco Municipal Transportation Agency (July 
14, 2009) 

Request approval of Memorandum of Understanding between the San 
Francisco Public Utilities Commission and the Port regarding the North 
Shore Force Main Improvement Project (Embarcadero, Drumm and Spear 
Streets) including Seawall Lot 351 located at Washington and the 
Embarcadero (July 14, 2009) 

Request approval of amendment to Lease No. L-12540 with SF Recycling 
and Disposal at Pier 96 (July 14, 2009) 

Request to award Master Contract with URS/AGS Joint Venture for As- 
Needed Engineering and Related Professional Services in an amount not 
to exceed $1.5 million (July 14, 2009) 

Informational presentation from San Francisco Transportation Agency's 
Bike Plan as it relates to Port property (August 1 1 , 2009) 
Update on the Port's 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond Program (August 1 1 , 2009) 

Request approval of the Port's Revised Annual Operating and Capital 
Budgets for Fiscal Year 2009-10 (August 11, 2009) 
Request approval of the Port's Interim Leasing Policy for Historic 
Structures (August 11, 2009) 

Request adoption of the required California Environmental Quality Act 
Findings and the Mitigation Monitoring and Reporting Program in 
connection with the lease, development and historic rehabilitation of Piers 
15 and 17 by The Exploratorium, a California not-for-profit corporation 
(August 11, 2009) 

Request approval of the Lease Disposition and Development Agreement, 
Lease and Parking Agreement with The Exploratorium, a California not-for- 
profit corporation; request approval of the Tripartite Agreement with 
Baydelta Maritime, Inc. and The Exploratorium for relocation of Baydelta 
Maritime Inc.'s operations from Pier 15 to Pier 17; request approval of 
Schematic Drawings and of Amendments to the Waterfront Land Use Plan 
(August 11, 2009) 

Request authorization to award two (2) three-year leases for surface 
parking: Bid Opportunity A: Seawall Lot 301 commonly known as the 
Triangle Parking Lot, bounded by Taylor Street, Jefferson Street, and 
Powell Street and SWL 314 bounded by the Embarcadero, Bay Street, and 
Kearny Street; and Bid Opportunity B: Seawall Lots 322-1 bounded by 

-3- 



Front Street and Broadway, SWL 323 bounded by Davis Street and the 
Embarcadero, SWL 321 bounded by Front Street, Green Street and the 
Embarcadero and SWL 324 bounded by Davis Street, Front Street and the 
Embarcadero, all located in the northern waterfront (August 1 1 , 2009) 

• Informational presentation on the Implementation of the Port's Americans 
With Disabilities Act (ADA) Transition Plan (September 8, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (September 8, 2009) 

• Informational presentation regarding Lease No. L-14630 with D & G 
Company, LLC, for a fifteen and one half-year restaurant lease for 
premises located at 300 Jefferson Street subject to Port Commission and 
Board of Supervisors approval, and companion Sidewalk Encroachment 
License No. 14651 (Date to be determined) 

• Informational presentation on development opportunities for Seawall Lot 
330 (located on The Embarcadero at Beale and Brannan Streets) (Date to 
be determined) 

• Request authorization to enter into an Exclusive Negotiation Agreement 
with Seawall Lot 337 Associates, LLC to explore a mixed-use development 
project at SWL 337 and Pier 48 (Date to be determined) 

• Request approval of Lease No. L-14630 with D & G Company, LLC, for a 
fifteen and one half-year restaurant lease for premises located at 300 
Jefferson Street subject to Port Commission and Board of Supervisors 
approval, and companion Sidewalk Encroachment License No. 14651 
(Date to be determined) 

• Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (Date to be determined) 

9. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

10. COMMUNICATIONS 

Communications to the Port Commission from May 22. to June 4. 2009: 
• From Mike Kritzman, copy of the Open Space Task Force Summary of 
Community Input 

11. ADJOURNMENT 

A06092009 



DATE 


TIME 


July 14 


2:00 p.m. 




3:15 p.m. 


August 1 1 


2:00 p.m 




3:15 p.m. 


NOTES: 





JULY/AUGUST 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

GROUP LOCATION 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nerney@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a quarterly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :00 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 orjim.maloney@sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jonathan Stern @ 274-0545 orjonathan.stern@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez@sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre@sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact Dan 
Hodapp @ 274-0625 or dan.hodapp@sfport.com 



A06092009 



ACCESSIBLE MEETING INFORMATION 

EMBARCADERO ELEVATOR TO BE CLOSED - MAY 4, 2009 TO AUGUST 2009 

Please be advised that on Monday, May 4, 2009, BART will close the Embarcadero 
BART Station street-level elevator in order to replace the structure which houses 
the elevator entrance on the street level. The elevator will be shut down for 
approximately 3-1/2 months during this construction-until August 2009. People 
who rely on the elevators to enter and exit at Embarcadero should exit at 
Montgomery Station during this period. 

ALTERNATIVES TO EMBARCADERO: 

While the Embarcadero Street Elevator is closed, BART and Muni riders should exit the 
systems at Montgomery Street BART/Muni Station. 

The Montgomery Station elevator is located on Market and Sutter, approximately 3-1/2 
blocks from the location of the Embarcadero Station street elevator. If riders are unable 
to proceed from Montgomery under their own power, they can take any one of the 
following Muni lines which stop on Market Street near both Embarcadero and 
Montgomery: 

2 - Clement 
7 - Haight 
21 - Hayes 
31 - Balboa 

For information about the project or transit alternatives, contact the following: 

BART Transit Information 

(415) 989-BART / (925) 676-BART / (510) 465-BART 

TTY (510) 839-2220 

San Francisco 31 1 Customer Service Center 
311 / (415) 701-2311 /TTY (415) 701-2323 

You can also visit BART online: www.bart.qov or www.sfmta.com . 

If you need additional transportation planning assistance or would like information about 
paratransit during this project, call BART Accessible Services at (510) 464-6184 or Muni 
Accessible Services at (415) 701-4485 / TTY (415) 701-4730. 



A06092009 



FERRY BUILDING: 

The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 

A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A06092009 

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Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(S)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 

The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and report 
lobbying activity. For more information about the Lobbyist Ordinance, please contact 
the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San Francisco, CA 
94102, phone (415) 581-2300 or fax (415) 581-2317; web site: www.sfqov.orq/ethics . 



A06092009 

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i. 



PORTo^ 

SAN FRANCISCO 



MEMORANDUM 



June 1,2009 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer ^^h^^'^^^ 
Executive Director t/ 



SUBJECT: Request authorization to advertise for competitive bids for Contract No. 
2721, the Americans with Disabilities Act (ADA) Upgrades Project at 401 
Terry Francois Boulevard 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Overview 

Port staff request Port Commission's authorization to advertise for competitive bids for 
Contract No. 2721, the Americans with Disabilities Act (ADA) Upgrades Project at 401 
Terry Francois Boulevard. The project scope includes a new entrance ramp and steps, 
upgrades to the existing first floor restrooms, and handrail upgrades. 

Background 

The 401 Terry Francois Boulevard building was built in 1951 as an Office Building 
serving a single tenant. The current use of the building is a multi-tenant office building. 
All of the entry-exit doors serving the building have 6 steps from the grade level to each 
door. The existing building is not accessible to persons with disabilities who use 
wheelchairs. Additionally, the restrooms and interior stairway rails that are available to 
the tenants and visiting guests, do not meet the ADA standards or the California 
Building Code requirements. 

The Americans with Disabilities Act (ADA) consists of four sections identified as "Titles". 
Title II covers all activities of state and local governments regardless of the government 
entity's size or receipt of Federal funding. Title II requires that state and local 

This Print Covers Calendar Item No. 5A 



»AN FRANCISCO 



FAX 415 274 0528 



WEB sfoort.com 



Page 2 

governments give people with disabilities an equal opportunity to benefit from all of their 
programs, services, and activities. This section of the law requires that buildings, 
structures, programs, activities and services owned and operated by local governments, 
such the Port, be made accessible to individuals with disabilities. 

Additionally, the ADA requires public entities to develop and maintain an ADA Self- 
Evaluation and Transition Plan. The Transition Plan identifies buildings, and structures, 
owned and operated by the Port that do not meet code and provide an anticipated 
schedule for modifications to bring the facility into compliance. The Port of San 
Francisco's ADA Self Evaluation and Transition Plan was approved and adopted by the 
Port Commission on April 27, 2004. This project is part of the Port's Transition Plan. 

Project Description 

All construction documents required for this project have been prepared by Port staff. 
The ADA Upgrades Project contract at 401 Terry Francois Boulevard will provide 
accessibility upgrades to three components of the building: the front entrance, the 
restrooms and the interior stair rails. The contract will provide reconstruction of the front 
entrance by providing new steps, an accessible ramp and new storefront entry doors. 
Renovation of the existing first floor non-compliant Men's and Women's restrooms, 
serving both building tenants and their visitors, will upgrade the facilities to meet current 
accessibility requirements. Renovation of the existing non-compliant railings for the two 
interior stairways, which provide circulation between the first and second floors, will 
provide upgrades to meet the current building code standards. The upgrades to the 
building will provide compliance with current energy standards through the installation of 
low flow plumbing fixtures and motion sensor light fixtures. 

The area of reconstruction at the front entrance will require removal of two small trees. 
The configuration of the entry steps and ramp impacts the trees, so as to not impact the 
water or utility supply for the building. The trees belong to the Port and do not fall in the 
category of street, significant or landmark trees. Effort has been made to minimize the 
number of trees impacted by the reconstruction of the front entry. 

Port staff has determined that the project is exempt from CEQA as it is a repair project 
that falls under Categorical Exemption Class 1(d) Restoration or Rehabilitation. ..of 
facilities to meet current standards of ... safety", and expects to receive concurrent 
determination from City Planning Major Environmental Analysis Department by early 
June. Port staff has submitted a permit for this repair work to San Francisco Bay 
Conservation and Development Commission (BCDC) and if they do not comment on the 
project by the date of June 9, 2009, the project is deemed approved. An Army Corps of 
Engineers' permit is not needed. 

Bids will be advertised to reach contractors through the following methods: 

• Human Rights Commission list of contractors 

• Human Resources Outreach list of contractors 



Page 3 

• Port Internet 

• City and County of San Francisco purchasing internet 

• Plan Rooms (Builders Exchange, Contractors Information Network, etc.) 18 total 

• Newspapers (SF Examiner and Small Business Exchange) 

In the solicitation of bids for this project, Port staff will follow San Francisco Human 
Rights Commission (HRC) bidding procedures and requirements. The Human Rights 
Commission has reviewed the project scope and recommended a 20% subcontracting 
goal for Local Business Enterprises (LBE) in the solicitation of bids. 

Funding 

The total estimated construction cost for this project is $440,000 which includes a 10% 
contingency. 



Title 


Amount 


Engineer's Estimate 


$400,000 


10% Project Contingency 


$40,000 



$440,000 

The project estimated cost, and contingency is fully funded by the capital project 
account CPO 680, Port ADA Transition Fund. 

Schedule 

The project construction site is located near SWL 337, one of the Port's surface parking 
lots used to support Giants' games. Although no conflict is anticipated between parking 
for Giants' games and this project, the construction is scheduled to start near the end of 
the Giants season which will reduce overlap between construction activity and parking 
for Giants' games. The contractor will be required to adjust the construction schedule to 
accommodate other large events in the area. 

The project is scheduled to start in September, 2009 and the anticipated completion 
date is March, 2010. 



The following is the anticipated project schedule: 

Commission Approval to Advertise 
Advertise for Bid 
Bids Due 

Award of Contract 
Notice to Proceed 
Final Completion 



June 9, 2009 
June 25, 2009 
July 22, 2009 

August 2009 
September 2009 
March 2010 



Page 4 

Summary 

Port staff is prepared to seek competitive bids for this project. Therefore, Port staff 
request Port Commission authorization to advertise for competitive bids for Contract No. 
2721, ADA Upgrades project at 401 Terry Francois Boulevard. 



Prepared by: Wendy Proctor 

Project Architect 



For: Edward F. Byrne 

Chief Harbor Engineer 




Location Map 
401 Terry Francois Blvd 




Front Entry 
401 Terry Francois Blvd 



1 

PORT°^ 

SAN FRANCISCO 



MEMORANDUM 



June 1,2009 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Michael Hardeman 

Hon. Ann Lazarus 



Monique Moyer /JvN 
Executive Director 




SUBJECT: Request Approval of Lease No. L-14646 with San Francisco Soccer, a 

Non-profit Corporation, for a Term of Two Years for recreational activities 
on 21 ,230 square feet of paved land located in the Valley of Piers 27-29 
on the Embarcadero at Lombard Street. 

DIRECTOR'S RECOMMENDATIONS: Approve Attached Resolution 

Background 

San Francisco Soccer, a non-profit corporation, ("Tenant") has been a Port tenant since 
June 30, 2007. The Tenant currently leases the outdoor soccer field located at the 
Valley of Piers 27-29 on the Embarcadero at Lombard Street (see Exhibit A). The field 
was installed by the Mills Corporation as a recreational demonstration facility as well as 
a marketing tool. The Port took possession of the field from the Mills Corporation 
following the termination of negotiations for development of the piers by Mills in 
November of 2006. 

As shown on the attached map, the field consists of approximately 21 ,230 square feet. 
The Tenant serves the local adult and youth soccer leagues as well as operating his 
own Soccer Tots program, for kids from ages two to six years old. The Tenant estimates 
that about 1 ,000 people participate from the various city leagues on this field. As stated 
in the Lease Use Clause, the Tenant only uses the Premises for the operation of the 
athletic field and for no other purpose. 

The Tenant is requesting, and Port staff recommends approval of the proposed lease at 
the current rental rate of $0.20 per square foot for an additional two years, which is 

This Print Covers Calendar item No. 5B 



SAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



below the proposed Fiscal Year 2009-10 Port Commission pending parameter rental 
rate of $0.22 to $0.25 per square foot for paved land. The Tenant is currently paying 
$0.20 per square foot set in June 2007. The Port understands the benefit of this 
community resource which enlivens the waterfront by attracting people and raising 
awareness of the public benefits and amenities to the area. The Port will not be 
expending any trust resources to support this proposed lease and is willing to lend its 
support for this use for a two-year period. The value of the reduced rent equals 
$25,475.00 per year. In consideration for this reduction in the rental rate, the Port will be 
recognized as a sponsor of the soccer field and a banner will be hung to display the 
Port logo in recognition of this sponsorship. San Francisco Soccer is a tenant in good 
standing. 



Lease Terms 



TENANT: 



San Francisco Soccer, a non-profit corporation. Founded 
and Managed by John Curran in April 2007 



LEASE NUMBER: 



L-14646 



TERM: 
PREMISES: 



Two years 

21 ,230 square feet of paved land located in the valley of 
Piers 27/29 on the Embarcadero at Lombard Street. 



LEASE 
COMMENCEMENT DATE: 

RENT 
COMMENCEMENT DATE: 

LEASE 
EXPIRATION DATE: 



July 1 , 2009 
July 1,2009 
June 30, 2011 



INITIAL MONTHLY BASE 
RENT: 



21 ,230 square feet at $0.20 per square foot or 
$4,246.00/month 



USE: 



Tenant shall use the Premises for the operation of an 
athletic field for adult and youth sport activities and for no 
other purpose. 



SECURITY DEPOSIT: 



Tenant shall provide a Security Deposit equal to two (2) 
month's Base Rent. 



AS IS: 



The Premises shall be accepted in their "as is" condition. 



Page 2 of 4 



TENANT 
IMPROVEMENTS: 

UTILITIES: 

INSURANCE: 

CITY REQUIREMENTS: 



None 

Tenant's sole responsibility. 

Tenant shall provide insurance coverage acceptable to 
Port and City Risk Manager. 

The lease shall include provisions requiring Tenant to 
comply with all applicable City laws (including, but not 
limited to, Non-Discrimination, First Source Hiring, Health 
Benefits Coverage, Limitation on Contributions, Prevailing 
Wages and other applicable laws). 



Staff Recommendation 



Port staff recommends that the Port Commission approve the two-year lease (L-14646) 
with San Francisco Soccer, a non-profit corporation for premises located in the valley of 
Piers 27-29 on the Embarcadero on Lombard Street consisting of 21,230 square feet of 
paved land at the rental rate of $0.20 per square foot. 



Prepared by: Monico Corral, Property Manager 

For: Susan Reynolds, Deputy Director, Real Estate 



Page 3 of 4 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-32 



WHEREAS, Charter Section 4.1 18 grants to the Port Commission the authority and 
duty to use, conduct, operate, maintain, regulate and control the lands 
within the Port jurisdiction; and 

WHEREAS, San Francisco Soccer, a non-profit corporation ("Tenant") has been a Port 
tenant in good standing since June 30, 2007; and 

WHEREAS, the Tenant shall use the Premises for the operation of an athletic field for 
adult and youth sport activities and for no other purpose; and 

WHEREAS, the Port will not be expending any trust resources or revenue to support 
this use and recognizes the benefits of attracting more people to the 
waterfront: and 

WHEREAS, the Tenant has requested and the Port has agreed to continue the current 
monthly rental amount for a period of two years at $0.20 per square foot 
per month which is below the proposed Fiscal Year 2009-10 Port 
Commission pending parameter rental rate; and 

WHEREAS, in consideration of the Port's accommodation, the Tenant agrees to 

display a banner at the field location recognizing the Port as a sponsor of 
the field activities and now, therefore, be it 

RESOLVED, that the Port Commission hereby approves the two year lease (L-14646) 
with San Francisco Soccer. Following said approval, the Port Commission 
authorizes the Executive Director of the Port, or her designee, to execute 
the same on behalf of the Port in such form as is approved by the City 
Attorney. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of June 9, 2009. 



Secretary 



Page 4 of 4 




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EXHIBIT A 



INITIALS: PORT: 



TENANT: DATE: 



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PORT- 



SAN FRANCISCO 



MEMORANDUM 



June 3, 2009 



TO: 



FROM: 



MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Micliaei Hardeman 
Hon. Ann Lazarus 



Monique Moyer 
Executive Directo 




SUBJECT: Request authorization to enter into a Memorandum of Understanding 

(MOU) with the San Francisco Department of Public Works (DPW) for the 
Pier 27 Cruise Terminal Project Management, Architectural and 
Engineering Services for the Program Phases from Project Development 
through completion of Schematic Design 

DIRECTOR'S RECOMMENDATION: Approve the Attached Resolution 

INTRODUCTION 

On May 12, 2009 the San Francisco Port Commission authorized Port staff by 
Resolution No. 09-25 to enter into negotiations with the Department of Public Works 
(DPW) to develop a Memorandum of Understanding (MOU) with DPW for the first two 
phases (Project development/Conceptual Design & Planning, and Schematic Design) of 
Project Management, Architectural and Engineering Services for the Pier 27 Cruise 
Terminal. The Port is retaining DPW to provide such comprehensive professional 
services to convert the existing pier and maritime shed of approximately 178,000 square 
feet for use as a primary single berth cruise terminal. DPW will also provide services for 
the design of the Northeast Wharf Plaza. 

Port Staff reviewed DPW's proposed organization and team qualifications, planned 
approach to the work and anticipated schedule. Staff also reviewed and negotiated 
proposed costs and schedules in conformance with industry standards to assure that 
the Port is getting good value for the services DPW performs. In addition Staff 
compared DPW's fee with consultants' fees charged on other Port projects by 
comparing fees as a percentage of anticipated project cost. Port Staff believe that the 

This Print Covers Calendar Item No. 6A 



3F SAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



iiiilSiiill 



proposed MOD for DPW's professional services will ensure that the Port will receive fair 
value for these services and that the cruise terminal development will meet the 
international cruise terminal standards. 

The MOU is attached as Exhibit 1. The MOU has an estimated term of 17 months and 
a value of $3,405,600. 

SCOPE OF WORK, SCHEDULE AND COST 

Under the MOU negotiated by Port staff, the first two phases (Project 
development/Conceptual Design & Planning, and Schematic Design) of DPW's original 
proposal have been divided into three phases in the negotiated MOU for DPW 
professional services as follows: 



Phase 




Start 


Finish 


Cost 


1 


Project Development & Consultant RFQ 

• Define Project Scope, budget & 
Schedule 

• Prepare RFQ for specialized consulting 
services 

• Initiate site surveys and assessments 

• Manage RFQ process and obtain 
approvals (HRC, City Attorney's Office 
Civil Service Commission) 

• Complete Northeast Wharf Plaza 
concept landscape work 

• Provide on-going project management 
services 


June 
2009 


Sept. 
2009 


$336,600 


2 


Program and Concept Design & Construction 
Manager / General Contractor RFQ 

• Assist Port and MEA Planning with 
Environmental Review process, 
including as-needed consulting services 
for preparation of the EIR. 

• Narrative description of functional areas 
and groups 

• Adjacency diagrams 

• Conceptual site plans and floor plans 

• Tidal simulation study 

• Determine space and design 
requirements for uses within the 
terminal, including but not limited to 
special-event and restaurant/retail uses 

• Develop design basis scoping 
document 


Oct. 
2009 


March 
2010 


$1,298,000 



-2- 





• Perform multi-discipline project review 
to establish the highest reasonable level 
of LEED standards to be achieved on 
the project. 

• Review renewable energy options and 
develop recommendations 

• Conceptual project budget and 
construction cost estimate 








3 


Schematic Design 

• Develop site plan based on 
topographical survey 

• Develop plans, elevations and sections 
of the Terminal, vehicular circulation 
area and Northeast Wharf Plaza 

• Prepare sketches of the exterior, main 
entry, circulation / service points, and 
the interior of the Cruise Terminal 

• Build small scale massing model 

• Prepare palate of predominant exterior 
and interior finishes and materials; 

• Prepare market analysis and revenue 
analysis for Special Event space 

• Prepare building code analysis 

• Prepare cost estimate 


April 
2010 


Nov. 
2010 


$1,771,000 


Total 








$3,405,600 



The details of architectural and engineering services, fees, and deliverables for 
subsequent phases of the Project will be developed after completion of these initial 
program phases when the project becomes better defined. Once these later phases of 
DPW's professional services are negotiated and formalized, Port staff will return to the 
Port Commission for authorization to enter into an additional MOD with DPW for these 
services. 

FUNDING 

Funding of $1 ,634,600 for Phases 1 and 2 of this MOU will come from the Port's current 
FY 2009-2010 Capital Budget and funding of $1,771,000 for Phase 3 will come from 
Port revenue bonds expected to be issued late fall / winter of 2009. 

SUMMARY 



Port staff is ready to kick-off the professional engineering services with DPW as 
described in this report. Therefore, staff request that the Port Commission approve the 
attached resolution authorizing staff to enter into a Memorandum of Understanding 
(MOU) with the San Francisco Department of Public Works (DPW) for the Pier 27 



Cruise Terminal Project Management, Architectural and Engineering Services for the 
Program Phases from Project Development through completion of Schematic Design. 

If the Port Commission authorizes staff to move forward with DPW, staff proposes to 
provide quarterly updates to the Port Commission beginning in September 2009. 



Prepared by: Kim von Blohn, Port Project 

Director 



For: Ed Byrne, Chief Harbor Engineer 



-4- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-33 



WHEREAS, On May 12, 2009 the San Francisco Port Commission authorized Port 

staff by Resolution No. 09-25 to enter into negotiations for a Memorandum 
of Understanding (MOD) with the San Francisco Department of Public 
Works (DPW) for the Pier 27 Cruise Terminal Project Management, 
Architectural and Engineering Services for the Program Phases from 
Project Development through completion of Schematic Design; and 

WHEREAS, Port Staff negotiated with DPW to provide project management, 

architectural and engineering services for this Project and believe that the 
negotiated MOU for the professional services will ensure that the Port will 
receive fair value for these services and that the cruise terminal 
development will meet the international cruise terminal standards; and 

WHEREAS, The scope of work to be executed for the MOU consists of: 

Phase 1 Project Development & Consultant RFQ to be completed by 
September 2009; Phase 2 Program and Concept Design & Construction 
Manager/General Contractor RFQ to be completed by March 2010; and 
Phase 3 Schematic Design to be completed by November 2010; and 

WHEREAS, Funding of $1 ,634,600 for Phases 1 and 2 of this MOU will come from the 
Port's current FY 2009-2010 Capital Budget and funding for Phase 3 of 
$1 ,771 ,000 will come from Port revenue bonds expected to be issued late 
fall / winter of 2009; now, therefore be it 

RESOLVED, That the San Francisco Port Commission hereby authorizes Port staff to 
enter into a Memorandum of Understanding (MOU) with the San 
Francisco Department of Public Works (DPW) for the Pier 27 Cruise 
Terminal Project Management, Architectural and Engineering Services for 
the Program Phases from Project Development through completion of 
Schematic Design as described in the staff memorandum accompanying 
this resolution. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of June 9, 2009. 



SECRETARY 



MEMORANDUM OF UNDERSTANDING 

BETWEEN 

THE PORT OF SAN FRANCISCO 

AND 

THE SAN FRANCISCO DEPARTMENT OF PUBLIC WORKS 

FOR 
PROFESSIONAL SERVICES 

FOR 

CRUISE TERMINAL 

AT 

PIER 27, SAN FRANCISCO 



June 3, 2009 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



TABLE OF CONTENTS 

I. PROJECT SCOPE OF WORK 

II. DPW SCOPE OF SERVICES 

III. MILESTONE SCHEDULE 

IV. PRELIMINARY PROJECT BUDGET 

V. ROLES AND RESPONSIBILITIES 

VI. PROJECT ASSUMPTIONS 

SIGNATURE PAGE 



Attachments: A Project Budget 

B Project Schedule 

C Organizational Chart 



Page 2 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



I. PROJECT SCOPE OF WORK 



The Port of San Francisco (Port) has completed a study of various options for the development of a cruise 
ship terminal on the San Francisco waterfront. Following several months of review and discussion, the 
Cruise Terminal Advisory Panel (CTAP) has recommended that the Port develop a new, primary cruise 
terminal to meet the increased demand for cruise ships and enhance San Francisco's reputation as a world 
class, waterfront city and tourist destination. The selected site for the Cruise Terminal is Pier 27, located 
at the intersection of Battery Street and the Embarcadero. Accordingly, the Port has requested the 
Department of Public Works (DPW) to provide comprehensive professional services to convert the 
existing pier and maritime shed of approximately 178,100 square feet for use as a primary, single-berth 
cruise terminal. At this time, the project does not include provisions for secondary berths. 

In addition to the Cruise Terminal, the project scope includes the design and development of the 
Northeast Wharf Plaza to be located along the Embarcadero between Pier 27 and Pier 29. The Northeast 
Wharf Plaza is intended to accommodate and maximize use by visitors and residents. The project will 
consist of approximately 2 acres of public open space, including a structure of approximately 3,500 sq. ft. 
to house a food service operation, public restrooms and maintenance operations. Development of the site 
for public use will include modifications of adjacent structures to expand views of the Bay. Work at Pier 
29 is not included in the scope of the Project. 

The following preliminary design criteria will be used as guideline for the Cruise Terminal and Northeast 
Wharf Plaza (Project) are listed below: 

1 . Terminal must meet cruise industry standards, including: (a) efficient vehicular access, 
circulation, and egress to accommodate private vehicles, buses, taxis, and provisioning supply 
trucks; (b) approximately 120,000 square feet of floor area with an addition of approximately 
20% of the first floor area as a new mezzanine area for overhead embarkation/disembarkation; 
(c) baggage handling area of approximately 70,000 square feet; and (d) sufficient space for up to 
50 check-in counters in the embarkation area. 

2. Security for berth and passenger terminal must meet requirements of Department of Homeland 
Security (DHS). 

3. Seismic constraints of Pier 27 and adjacent Pier 29 must be taken into consideration. The 
proposed site improvements shall not trigger the need for seismic upgrade to the existing 
structures. 

4. The Northeast Wharf Plaza must be integrated in the design and operation of the Cruise Terminal. 
Recreation uses may also be accommodated in Pier 29. 

5. Additional uses including special event space may be included, provided that they do not conflict 
with cruise operations and security requirements. 

Major design criteria to be clarified during Project Development: 

1 . Design Criteria. Preliminary design criteria noted above shall be evaluated and confirmed; 
recommended modifications shall be submitted to the Port for review and approval. 

2. Maritime Conditions. Docking times may be restricted by tidal and current conditions. The CTAP 
has recommended that hydrodynamic studies be initiated to develop operational and / or physical 
mitigation measures. 

3. Open Space Requirements. The Northeast Wharf Plaza project is subject to the requirements of 
the San Francisco Bay Conservation and Development Commission (BCDC) Special Area Plan, 
hiitial site plan studies prepared for the Port include alternate approaches to compliance with this 
regulatory requirement. Port staff has selected a Northeast Wharf Plaza site configuration that is 
consistent with the Special Area Plan, but further evaluation and approval by BCDC is needed. 



Page 3 



Pier 27 Cniise Terminal: Proposal for Professional Services 

June 3, 2009 

Site planning to ensure the complementary uses of the Cruise Terminal and Plaza will continue, 
leading to consideration of a BCDC Major Permit, 

4. Historic Structures. Pier 29 and the Pier 29 Beltline Office Annex are designated as contributing 
historic resources. Possible uses for Pier 29 have yet to be determined. Site planning for the 
Public Plaza will consider whether the Beltline Office should be retained on site or moved to 
another location within the Historic District. 

5. Embarcadero Street Improvements. Re-configuration of various off-site infrastructure and 
transportation elements must be included in the project in order to accommodate changes in 
vehicular and pedestrian circulation arising from the new uses for Pier 27. 

The Project Work Scope outlined above is based on information included in the following documents, 
provided by the Port: (a) CTAP Recommendations and Attachments, dated 9/27/07; (b) The EDAW Pier 
27 Cruise Terminal Conceptual Site Planning Study, dated February 2009. In addition, DPW and Port 
staff conducted a site visit on 4/10/09 to Pier 27 and other Port open spaces to review design options 
related to the Northeast Wharf Plaza. Direction to DPW will be provided by the Port Project Director 
through the Cruise Terminal Design Steering Committee (CTSC) to be convened by the Port. It is 
understood that the final scope of work may be revised as the Project evolves and becomes better defined 
during the later stages of planning and design. 

II. DPW SCOPE OF SERVICES 

DPW will be responsible for delivery of this capital improvement project for the Port of San Francisco, 
working in close coordination with Port Plarmers and Project Director. DPW will provide support to the 
Port with regard to programming and planning, design and construction services. In addition, DPW will 
prepare and manage the advertisement of Requests for Proposals and Qualifications for firms with 
specialized expertise in maritime engineering, cruise terminal design and operations. The selected firm 
will work as a consultant to DPW in the capacity of Cruise Terminal Design Consultant (CTDC) to 
provide comprehensive services including architecture, programming, plarming, and specialized 
engineering design. DPW will also coordinate the contract for a consultant to assist Port and the Planning 
Department Major Environmental Analysis Program (ME A) to prepare an Environmental Impact Report. 

Based on project experience, DPW anticipates that the project will utilize the Integrated Project Delivery 
(IPD) approach to the procurement of construction services whereby a construction manager/general 
contractor (CM/GC) is retained during the design process to review and provide comments as to the 
constructability of Architectural and Engineering designs within the established budget. DPW will lead 
the selection of CM/CG firm through a competitive RFQ/RFP process. 

DPW professional services included in this Proposal will be divided into project phases 1, 2 and 3, as 
noted below. The details of fees, architectural and engineering services and deliverables for subsequent 
phases of the Project will be proposed at a later date, as the Project evolves and becomes better defined 
during the initial phases of planning and design. 

Phase 1 - Project Development & Consultant RFO $336.000 

a. Define Project Scope, budget & Schedule 

b. Prepare RFQ for specialized consulting services 

c. Initiate site surveys and assessments 

d. Manage RFQ process and obtain approvals (HRC, City Attorney's Office Civil Service 
Commission) 

e. Complete Plaza concept landscape work 

f. Provide on-going project management services 

Page 4 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 

Phase 2 - Program and Concept Design & CM/GC RFO $1.298.000 

a. Assist Port and MEA Planning with Environmental Review process, including as-needed 
consulting services for preparation of the EIR. 

b. Narrative description of functional areas and groups 

c. Adjacency diagrams 

d. Conceptual floor plans and site plans, including vehicular circulation 

e. Tidal simulation study, including cruise ship maneuvering simulation and dovmtime analysis 

f Determine space and design requirements for uses within the terminal, including but not limited 

to special-event and restaurant/retail uses 
g. Develop design basis scoping document 
h. Perform multi-discipline project review to establish the highest reasonable level of LEED 

standards to be achieved on the project, 
i. Review renewable energy options and develop recommendations 
j. Conceptual project budget and construction cost estimate 



Phase 3 - Schematic Design $ 1,771.000 

Develop site plan based on topographical survey 

Develop plans, elevations and sections of the Terminal, vehicular circulation area and Northeast 

Wharf Plaza 

Prepare sketches of the exterior, main entry, circulation / service points, and the interior of the 

Cruise Terminal 

Build small scale massing model 

Prepare palate of predominant exterior and interior finishes and materials; 

Prepare market analysis and revenue analysis for Special Event space 

Prepare building code analysis 

Prepare cost estimate 



a. 
b. 



d. 
e. 
f. 

g- 
h. 



III. MILESTONE SCHEDULE 

The following is the current milestone schedule for the Cruise Terminal Project. Meeting this schedule 
assumes the Port will be able to secure required regulatory approvals of the project and the funding 
required to complete the project scope, and award contracts in a timely manner. It is understood that the 
Project schedule may be revised as the work scope evolves and becomes better defined during the later 
stages of planning and design. Modifications to the Project schedule will be the subject of negotiation and 
mutual acceptance by the Port and DPW. A detailed schedule is provided in Attachment B. 





Duration 


2009 


2010 


2011 


2012 


2013 


2014 


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Page 5 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



IV. PRELIMINARY PROJECT BUDGET 

The budget and allocation categories presented below represent preliminary numbers that have not yet 
been vetted between DPW and Port staff; they are placeholders that will be confirmed as part of the 
Project Development Phase. The budget categories are based on standard DPW budgeting format, which 
may be adjusted to meet the Port's reporting requirements. A detailed Preliminary Project Budget is 
provided as Attachment A. 

Construction, Purchase and Installation 

1. Construction Contract $74,652,300 

Project Control 

2. DPW Project Management 1,640,000 

3. Other Project Cost 500,000 

4. City Administrative Services 300,000 

5. Regulatory Agency Approvals 750,000 

6. Basic Architectural/Engineering Services 3,235,000 

7. Supplemental A/E Services 3,685,000 

8. Pre-construction CM/GC Services 500,000 

9. Surveys 360,000 

Subtotal 10,820,000 

10% Contingency 1.082.000 

Total Project Control $ 1 1 ,902,000 

Total Project Budget $86,554,300 

Cruise Terminal Project Budget and Funding Sources 

Port and DPW staff have been developing and refining the Cruise Terminal Project budget. This approach 
will ensure a cruise terminal will be constructed with available funds while providing a design for the 
project scope that will be built at a later date when the Port is able to secure additional funds. Below are 
Port's proposed Cruise Terminal Sources and Uses Plan, which have not been vetted by DPW. 

Uses: 

Site Improvements including Northeast 6,21 0, 000 
Wharf Plaza 

Apron & Gangway Improvements 4,500,000 

Cruise Terminal Building 31,200, 000 

Other Hard Costs 5, 1 00, 000 

Construction Cost Escalation @ 10% 4,200,000 

Subtotal $51,210,000 

Proposed Future Scope (NE Plaza Cafe, 9,712,300 
Renewable Energy, Marginal Wharf Repairs/ 

Subtotal Hard Costs $60, 922, 300 

Soft Costs @25% 12, 800, 000 

25% Contingency 12,800.000 

Subtotal Soft Costs $25.600.000 

Total Uses $86,522,300 



Page 6 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



Sources: 






Watermark Condominium Sales 




$20,000,000 


Port Revenue Bond 




22.000.000 


Shoreside Power Grant Funds (secured) ^ 




3.200,000 


Shoreside Power Grant Funds (proposed) ^ 




1.650.000 


Possible Federal Funds for Renewable 
Energy & Weatherization of Pier 27 




5.500.000 


Possible Grant Funds for Roadway & 
Sidewalk Improvements 




1.000.000 


Total Sources 




$53,350,000 








Total Secure Sources 




$45,200,000 



' The design for the proposed future scope would be included with the design of the overall project with the intent of 

issuing a construction contract at a future date when the Port has the funds to cover the costs. 
2 Shoreside Power will be designed and constructed by others. 

V. ROLES AND RESPONSIBILITIES 

Attachment C provides a preliminary organizational chart outlining basic roles and responsibilities based 
on staff discussions between the Port and DPW. It is understood that these relationships will be refined as 
the project is better defined through the Project Development Phase. Below is DPW's understanding of 
key roles and responsibilities: 

A. Cruise Terminal Design Steering Committee 

DPW and Port shall establish a Cruise Terminal Design Steering Committee ("CTSC") to review 
decisions that may impact the building or plaza design. The Port's Executive Director intends to 
invite one representative fi^om each of the following organizations to participate in the proposed 
Committee. 

1 . Port's cruise agent, Metro Stevedore Company 

2. San Francisco Convention and Visitor's Bureau 

3. Port's Maritime Division 

4. Port's Planning and Development Division 

5. Port's Finance and Administration Division 

6. Port's Chief Harbor Engineer 

7. Port's cruise customer 

8. San Francisco Bay Conservation and Development Commission (BCDC) 

9. San Francisco Historic Preservation Community 

10. Business Community At Large 

1 1 . Architect At Large 

12. Neighborhood Representative At Large 

B. CTSC's Responsibilities 

1 . CTSC shall meet on an as-needed basis to review the progress of the Project and make 
decisions needed to advance the Project. 

2. Issues which require presentation to the CTSC shall be submitted for review to the Port 
CTSC Sub-committee (consisting of identified Port senior staff on Attachment C) prior to 
submittal to the fiill CTSC. If the Port Sub-Committee is unable to reach a consensus decision 
the issue shall be referred to the fiill CTSC. 



Page 7 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 

3. Decision Making and Voting. If the CTSC as a whole is unable to reach a consensus 
decision, the matter will be referred to the Port's Executive Director. Ultimately, the Port 
Commission will retain full policy authority. 

B. Port of San Francisco 

1 . Finance. 

Port shall provide fiscal oversight of the Project, including: 

a. Review and approval of budgets and any budget changes following the procedure set 
forth in this proposal; 

b. Periodic review of expenditures as Reported in DPW's Monthly Management Reports; 

c. Requesting approvals, appropriations, accept-and-expend resolutions as required from the 
Port Commission and Board of Supervisors, as required. 

d. Transferring approved budget funds to DPW pursuant to the City Controller's Work 
Authorization process 

2. Building & Site Program. 

a. DPW is aware that the Port Commission accepted a set of recommendations from the 
Cruise Terminal Advisory Panel in September 2007 and received the Port staff 
presentation regarding the Pier 27 Cruise Terminal Site Planning Study in October 2008 
and the ED AW final study of January 2009. 

b. It is assumed that Port will adopt certain recommendations from the 2009 Planning Study 
and fiarther details on the Plaza configuration and vehicular access points will be 
forthcoming subject to on-going negotiations with BCDC. Port will deliver a preliminary 
conceptual site plan that will be the basis for a clear and well defined Project Program 
that will be provided to DPW as the basis to launch the Conceptual Design Phase. 

c. DPW and its consultants will recommend to the Port cruise industry standards and best 
practices to complete the Program. The Port, with DPW support, will specify the project 
scope of work, space and key adjacencies required to meet operational priorities, achieve 
ideal fiinctionality, and meet community needs. 

3. Community Meetings 

a. Port shall have primary responsibility for communication to community groups and 
stakeholders. DPW will provide all required technical information and will attend 
meetings and assist Port staff in facilitating processes that ensure community 
involvement and engagement. Port's specific responsibilities include: 

1 . Schedule and conduct community meetings. 

2. Presentation of programmatic and design proposals. 

3. Manage the relocation of existing tenants and users of the project site prior to the 
start of construction. 

4. Document discussions and findings for project files. 



Pages 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



4. Regulatory Approvals 



a. The Port shall have primary responsibility for scheduling presentations, preparing agendas 
and conducting meetings, payment of application fees, and securing project approvals 
from Commissions, Boards, regulatory agencies, including but not limited to: 

1 . Cruise Terminal Design Steering Committee 

2. Project Planning and Environmental Review, Envirormiental Clearance by the San 
Francisco Planning Commission; San Francisco Bay Conservation and Development 
Commission (BCDC), State Office of Historic Preservation, and other planning 
reviews or approvals required for the project. 

3. Port Waterfront Design Advisory Committee (WD AC) and BCDC Design Review 
Board 

4. Port Commission and Board of Supervisors, if necessary 

5. Port Commercial Leaseholders; 

6. City Permitting Agencies, including but not limited to building inspection services; 
Topographic survey and existing building plans showing structures, utilities, and sub- 
grade construction on site will be made available by the Port. 

b. In coordination with MEA Planning, Port will lead the planning and environmental 
review and will be responsible for obtaining approvals from regulatory agencies. DPW 
will provide all the technical information needed and will attend coordination meetings as 
requested. The full extent of requirements for planning and environmental review, and 
the time required to complete the process, will be confirmed by the Port. In order to meet 
the demands of the overall project schedule, the Port will initiate the review process 
during the Planning and Conceptual Design phase of the Project. Port's specific 
responsibilities include: 

1 . Confirm extent of required environmental review and clearance; 

2. Submission of applications and required docimients; 

3. Schedule and prepare agendas for meetings; 

4. Document all meetings and agreements for project files; 

5. Apply for and secure approval from permitting agencies. 

6. Payment of all application and permit fees. 

5. Furniture, Fixtures and Equipment. 

Port is responsible for procuring loose furniture, fixtures and equipment (FF&E), which are 
not defined as being integral to the construction contract, and which will be needed to meet 
the programmatic requirements of the project as defined by DPW's Cruise Terminal Design 
Consultant. 

6. Dedicated Staff 

Port has assigned Kim von Blohn and John Doll to serve as Project Director and Project 
Manager, respectively, to make decisions related to budget, scope and schedule. DPW staff 
will report to Kim von Blohn who will have design and construction responsibilities; John 
Doll will be responsible for project entitlements and programming. Reporting to the Project 
Director will be John Davey who will be responsible for maritime operations. Reporting to 
the Project Manager will be Dan Hodapp who v^ll be responsible for design review 
coordination. The responsibilities of the Project Director and Project Manager shall include: 

a. Project Development and Conceptual Design Phase: 

1 . Obtain project fiinding and transfer funds in accordance with approved MOUs 

2. Provide funding requirements affecting budget, schedule and scope 

3. Approve Building Program 

Page 9 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 

4. Obtain sign-off from the Port Commission, internal staff and key stakeholders, with 
support from DPW staff 

5. Provide site information to DPW staff needed for Project design and implementation 

b. Schematic Design Phase: 

1 . Establish project objectives and priorities 

2. Establish a fixed budget limit for the Project 

3. Approve project schedule 

4. Facilitate meetings to enable DPW to obtain internal approvals needed to advance 
building design 

5. Facilitate meetings to enable DPW to obtain operational requirements that will be 
needed to make key design decisions 

6. Keep key stakeholders informed of progress of the work 

C. Department of Public Works 

1. Finance. 

DPW shall be responsible for managing project funds transferred to it by Port in accordance 
with the approved budget; complying with all funding source requirements as identified by 
Port; and reporting costs monthly, and quarterly as set forth in this proposal. 

2. Project Management. 

DPW shall be responsible for completion of the design and construction of the project within 
the approved budgets and schedules. DPW Project Manager shall report to the Port Project 
Director responsible for design and construction implementation and be responsible for: 

a. Preparing monthly reports and updates for the CTSC 

b. Provide technical information and presentation materials for Community meetings 

c. Ensuring that design teams (DPW staff and private consultants) complete their designs on 
time and within budget 

d. Establishing and monitoring budgets and project schedules based on direction from Port 

e. Overseeing design teams to meet Port standards and building program, coordinating work 
of multi-disciplinary technical teams across organizational boundaries 

f. Monitoring and controlling project budgets and schedules prepared by others 

g. Ensuring timely submittals that respond fiilly to Port requests 

h. During construction, coordinating change orders and client requested changes with 

design teams, client and construction managers 
i. Ensuring timely and accurate responses by design teams so as not to delay construction 

completion 
j. Overseeing changes that occur in the field for potential impacts to client needs 
k. Assisting the Port Project Director and Project Manager as needed in presentations and 

Reports given to communities, legislators, regulatory agencies, special- interest groups, 

funding agencies and other departments 

3 . Regulatory Approvals . 

DPW will have responsibility for the tasks listed below. 

a. Assist the Port to initiate the process of envirormiental review. 

b. Coordinate with project architects, designers or consultants and regulatory agencies 
with responsibility for permit approvals. 

c. Provide conceptual design information; present the Project to Port staff. 

d. Coordinate the building permit application process, and monitor permit activity to ensure 
timely approvals. 



Page 10 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 

4. Reports. 

DPW will provide monthly reports to Port staff, and quarterly reports for Port staff to submit 
to the Port Commission, on expenditures, schedule updates and an executive written report 
describing major activities in progress. 

5. Consultant Contracts. 

DPW shall be responsible for selecting and hiring professional consultants, with support from 
Port staff, including the Cruise Terminal Design Consultant, to provide planning, specialized 
architectural and engineering services. The DPW Project Manager secures authorization 
from the Civil Service Commission to advertise the consultant contracts, coordinates sub- 
consultant criteria with the Human Rights Commission, negotiates the scope of services, 
schedule of deliverables and fees with each consultant. Once the fee and scope of services are 
agreed to by DPW and consultants, the DPW Project Manager will fiimish this information to 
the Port, thus forming the basis for monitoring expenses for professional services. If and 
when there is a need to modify the consultants' contracts to increase or decrease their 
services, the DPW Project Manager will consult with the Port Project Director responsible for 
design and construction implementation. 

6. Sustainable Building. 

Pursuant to requirements of the San Francisco Environment Code Section 707, DPW shall 
ensure that the design and construction of the Project achieves a level of environmental 
performance in compliance with the LEED Certification level as determined in Phase Two, 
Program and Concept Design & CM/GC RFQ. 

D. PORT and DPW Joint Responsibilities 

1 . Weekly Coordination Meetings. 

Port and DPW will meet weekly to discuss project developments and progress. 

2. Design Review and Approvals. 

At each phase of design, described in this Proposal, DPW shall provide Port with a design 
submittal (drawings, schedules and cost estimates). Port shall review design submittals and 
provide written comments to DPW within one week of receipt and a minimum of three 
working days before a scheduled design review meeting. DPW will gather and deliver 
responses to Port comments and, when all comments have been satisfactorily addressed. Port 
will provide written approval and DPW will proceed to the next phase. 

3. Port and DPW are each responsible for providing timely approvals and authorization at 
specific points throughout project design and construction. 

4. Community Involvement. 

Port and DPW share responsibility for facilitating processes that ensure community 
involvement and engagement. Via a series of community meetings, the public reviews the 
design proposals and provides input on the Project. Port and DPW share responsibility for 
creating community notices, fact sheets, and other informational materials. These community 
meetings are separate from CTSC meetings. 

VI. PROJECT ASSUMPTIONS 

A. Construction Contract. The project will be planned for a single phase of construction under a 
single contract for construction, utilizing the Integrated Project Delivery (IPD) approach to the 
procurement of construction services. This approach includes the provision of cost estimates and 



Page 1 1 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 

constructability reviews by the CM/GC during each of the pre-construction design phases of the 
project: Schematic Design, Design Development and Construction Documents. 

B. Building Permits. It is desirable to minimize both the duration and cost of construction, and to 
complete the project at the earliest possible date. Accordingly, the project will utilize a phased 
permitting process including the issuance of a Site Permit, to be followed by subsequent permit 
applications for work scope such as structural, mechanical, electrical, plumbing, and interior 
finishes. This will allow an early start for construction tasks such as abatement of hazardous 
materials, demolition, and installation of utilities infrastructure while the A/E team completes 
construction documents for the remainder of the project. 

C. Project Meetings. During Conceptual Design and Schematic Design DPW staff will participate in 
working sessions with Port and BCDC staff, and assist Port staff in making presentations to 
various commissions and advisory groups. An estimated number of required meetings is listed 
below. It is understood that the number meetings may be revised as the Project scope evolves and 
becomes better defined during the later stages of the project. 



1. 


Port Staff 


16 


2. 


CTSC 


4 


3. 


BCDC Staff 


10 


4. 


WD AC / BCDC DRB 


6 



5. BCD Commission 2 

6. Citizen Advisory Groups 10 

7. Port Commission 2 



Page 12 



Pier 27 Cruise Terminal: Proposal for Professional Services 

June 3, 2009 



The Department of Public Works (DPW) will provide Project Planning and Conceptual Design services 
for the Cruise terminal / Northeast Wharf Plaza per the scope of work outlined in this proposal 



The Port of San Francisco (Port) agrees to fiind design and related services on or before 

in the amount of as per the project budget outlined in this 

Proposal. 



DPW agrees to provide the above services according to the project schedule as described in the Proposal. 



Approvals: 



Kim von Blohn 
Port Project Director 



Date 



Edgar Lopez Date 

DPW Manager, Project Management 



Ed Byrne 

Chief Harbor Engineer 



Date 



Fuad Sweiss Date 

DPW City Engineer and Deputy Director 



Monique Moyer 

Port Executive Director 



Date 



Ed Reiskin 
DPW, Director 



Date 



Port Commission Resolution Number 



Page 13 



ATTACHMENT A: PRELIMINARY PROJECT BUDGET 



Pier 27 Cruise Terminal / Northeast Wharf Plaza 


Initial Project Phases 




Phase 1 


Phase 2 


Phase 3 


DPW Project Budget 


Project 

Development & 

Consultant RFQ 


Program / Concept 

Design & CMGC 

RFQ 


Schematic 
Design 


Item 




Amount 








1.0 Construction 


74,652,300 








1.1 


Construction Purchase and Installation (IPD) 


60,170,000 










Includes construction contract, construction contingency, 
, hiazardous materials, temporary relocation, fixed 
eauioment 


51.210,000 










Scope Contingency 


8,960.000 








1.2 


F uture Construction: Design Cost Basis only 


10,922,300 











NE Wtiarf Plaza Cafe, Renewable Energy, Marginal 
Wtiarf Repairs 


9,712,300 








Scope Contingency 


1,210,000 








1.3 


Construction Admin / Mgt. 


3,560.000 








CM/CG Construction Management 


3,110,000 










Additional CM services: Prevailing Wage / HRC 


450,000 








2,0 P 


roiect Control 










2.1 


Client Department Services 


. 


. 


. 


. 




Includes Port staff; environmental clearance; public 
information, community outreach. 










2.2 


DPW Project Management 


1,990,000 




. 




2.2.1 


Project Management 


1,490,000 


130,000 


137,000 


195,000 




Responsibilities Include management of project budget & 
schedule from start-up to post-construction, monitoring of 
project funds, management of design and constmction 
contracts, reporting of bond arbitrage and financing. 










2.2.2 


Other Project Costs 


500,000 


30,000 


229,000 


193,000 




Enforcement of HRC requirements (MBErtVBE goals), 
DPW contract prep., negotiations w/ FEMA, SHPO, 
scfieduling & management of agency approvals - 
Landmarks, City Planning, public information, community 
outreach, EIR Consultant 










2.3 


City Administrative Services 


300,000 


26,000 


28,000 


39,000 




Includes City Attorney's fees, bonds sale management 










2.4 


Regulatory Agency Approvals 


750,000 


. 


. 


88,000 




Includes permit fees, planning fees, landmarks, SHPO, 
etc. 










2.5 


Basic Architectural / Engineering Design 


3,235,000 


35,000 


294,000 


367,000 




Includes Basic A/E design phase services for current and 
future construction 


2,467,500 


0.00% 


8.00% 


13.50% 




Basic A/E ConstRjction Administration 


767,500 








2.6 


Supplemental A/E Services 


3,685,000 








2.6.1 


Additional A/E Services 


450.000 


85,000 


111,000 


52,000 




Includes site & utilities assessments, existing conditions 
assessments & documentation, environmental review, 
landscape architecture, cost estimating, post 
construction services, quality assurance reviews, etc. 










2.6.2 


Specialized Consulting Services 


3,235,000 


. 


259,000 


437,000 




Includes Basic A/E design phase services incl. maritime 
engineering, hydrodynamic water studies, cruise terminal 
operations and security systems for current and future 
construction. 


2,467,500 




8.00% 


13.50% 




Supplemental A/E Construction Administration 


767,500 








2.7 


Construction Management (CM/GC) 


500,000 








2.7.1 


Pre-Construction CM Services 


500,000 




. 


153,000 




Design phase review for constructabllity, value 
engineering, subcontract cost estimation. 






- 


- 


2.7.2 


Basic CM Services incl. in Item 1.3, above 


- 




. 


. 




Includes materials testing & inspection 










2.7.3 


Additional CM Services incl. in Item 1.3, above 


- 




. 


. 




Includes prevailing wage monitoring and HRC reviews. 










2.80 


Geotechnical, Surveys 


360,000 




120.000 


240,000 




Includes geotechnical investigations, surveys, hazardous 
materials assessments 






- 


- 




Subtotal Project Control 


10,820,000 


306,000 


1,180,000 


1,610,000 




Contingency® 10% 


1,082,000 


30,600 


118,000 


161,000 




Total Project Control 


11,902,000 


336,600 


1,298,000 


1,771,000 




Total Project Budget 


86,554,300 




total above 
$3,405,600 












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PORT°— 

SAN FRANCISCO 

MEMORANDUM 

June 3, 2009 

To: MEMBERS. PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Micliael Hardeman 
Hon. Ann Lazarus 

FROM: Monique Moyer 

Executive Director 

SUBJECT: Informational presentation on status of the design of the Brannan Street 
Wharf project, located immediately east of The Embarcadero Promenade 
between Piers 30-32 and 38 

DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 

INTRODUCTION 

The Port Commission, at its meeting on December 9, 2008, authorized staff by 
Resolution No. 08-76, to award a contract to Winzler & Kelly and Structus, Inc., a Joint 
Venture, for Engineering Design Services related to the Brannan Street Wharf Project. 
Since that time, staff has worked closely with our consultant to complete detailed site 
investigations, develop conceptual structure alternatives, refine architectural features, 
and estimate costs. Staff is currently reviewing a draft submittal of the concepts and 
costs. Today's presentation will discuss design progress as well as touch on 
environmental, permitting, and funding issues. 

BACKGROUND 

Project Development 

The Port and the San Francisco Bay Conservation and Development Commission 
(BCDC) both called for the development of the Brannan Street Wharf (the Wharf) when 
these two agencies reached an historic agreement in July, 2000, establishing consistent 
policies for the San Francisco waterfront in the Port's and BCDC's plans. The Wharf is 
identified as a major neighborhood and destination open space in the Port's Waterfront 
Land Use Plan, in BCDC's amended Special Area Plan, and in the San Francisco 
General Plan-Northeastern Waterfront Area Plan. 

This Print Covers Calendar Item No. 6B 



P SAN PRANcsco ^. ■ IWP ■ a JWIBiiM« ! illWiMa^ 



FAX 415 274 0528 WEB sfnortcom 



Located on The Embarcadero Promenade between Pier 30-32 and Pier 38, the 
Brannan Street Wharf will be a new 57,000 square foot open space over the water and 
parallel to the Embarcadero Promenade. The Wharf replaces Piers 34 and 36, and will 
define the center of the South Beach neighborhood. The Port, while working with BCDC 
and a citizens advisory committee (CAC), conducted a public planning process for the 
Brannan Street Wharf. The CAC included representatives from the South Beach/Rincon 
Point Citizens Group, other residents, merchants, and a variety of groups representing a 
broad mix of local and regional view points. 

In preparing the concept design in 2001 and 2002, the Port conducted seven CAC 
meetings and three public workshops. The concept design was then reviewed at joint 
meetings of BCDC's Design Review Board and the Waterfront Design Advisory 
Committee three times, concluding the concept design phase on December 9, 2002. 
On August 12, 2003 the Port Commission approved the Concept Design and authorized 
Port staff to proceed with the schematic and final design of the Project. 

The approved Project is best described as a new wharf connected to and running 
parallel to The Embarcadero Promenade, beginning at the south edge of Pier 30-32 and 
extending for about 830-feet through the area of Pier 36. The Wharf will have a wedge 
shape with its narrowest point adding about a 10-foot section to the edge of Pier 30-32 
and widening to about 140-feet at the south end of Pier 36. The major project 
components include a 400-foot length lawn area, a waterside walkway with seating, 
shade-sheltered picnic/game tables, and a small-craft float. The design remembers its 
San Francisco waterfront history by taking on the shape of Pier 36 in its original 
location, and through interpretive exhibits. The Wharf is designed mostly flat with the 
lawn laid in a raised planter of about 18-inches in height and surrounded by a seawall. 
The openness of the site is intended to orient the Wharf both toward the Bay and the 
adjacent neighborhood. 

Project Funding 

The Concept Design as prepared with the CAC for the Wharf was estimated in 2002 to 
cost about $15 million inclusive of soft costs. Since that time inflation and escalated 
costs for construction materials have raised the estimated cost to an undetermined 
amount, but likely greater than $20 million. In September, 2007 Port staff presented the 
Port Commission with a proposal to proceed with the Wharf project using the available 
funds from sale of land for condominiums at Seawall Lot 330 and the Port's open space 
funding through the Capital Plan for four years as required by the Special Area Plan 
agreement with BCDC in 2000, for a combined total of about $17 million. On February 
5, 2008 the City's General Obligation bond passed, allowing an anticipated $3 million in 
additional funds for the Wharf project. The early tasks of the current consultant scope 
of services call for evaluating the existing Concept Design to determine its 
constructability within the $20 million project budget, and modifying the Concept Design 
if necessary to assure it can be built within the stated budget. 



Environmental Review 

The Major Environmental Analysis Division of the San Francisco Planning Department 
completed the environmental review of the Bryant Street Pier project, which included 
the Brannan Street Wharf, under the California Environmental Quality Act (CEQA). The 
Supplementary Environmental Impact Report (SEIR) was published in November 2001 
and was certified by the Planning Commission in May 2002. Following appeals, the 
Board of certified the SEIR in January 2003. 

In January, 2007 the National Park Service adopted the Embarcadero National Register 
Historic District. The Wharf project proposes to remove Pier 36, which is included within 
that District. Based on the newly adopted District and its National Register status, 
further environmental review is required prior to the Wharf Project attaining required 
entitlements. Port staff will be pursuing preparation of a Supplementary Environmental 
Impact Report to address historic issues and any other new information concurrently 
with the Wharf design project. 

PROGRESS 

Site Investigations 

Pier 36, the demolished Pier 34, and the Marginal Wharf and Bulkhead Seawall 
between Piers 32 and 38 were constructed between 1908 and 1912. The pier 
structures are severely deteriorated and currently red-tagged and fenced off to eliminate 
all access. The Bulkhead Seawall is in better shape and remains functional. Beginning 
in March 2009, our consultant conducted detailed site investigations as needed to 
assess potential for repair/re-use of existing structures and determine conditions for 
design of new structures. Investigations included visual inspections of deck, piles and 
seawall; diving inspection of piles; material testing of piles and seawall; geotechnical 
investigation of soils; topographic and hydrographic surveying; and hazardous materials 
testing of the Pier 36 shed building. 

Investigation results are listed below and have been incorporated into the conceptual 
structure alternatives and costs. 



• 



• 



Hazardous Materials at Pier 36 shed include building materials containing 
asbestos and lead paint. Abatement prior to demolition is required. 

Pier 36 and Marginal Wharf Structures: 

- Concrete deck: bottom surface is spalled, steel reinforcing bars are 
exposed and severely corroded over the majority of the structure. 

- Steel beams: cover has spalled exposing bottom flanges to severe 
corrosion. 

- Piles and Caissons: piles at marginal wharf are near failure, caissons at 
Pier 36 show moderate to severe deterioration of concrete. 

Bulkhead Seawall: concrete exhibits some cracking, but is largely sound. 
Timber piles are not accessible for inspection. 

-3- 



• Geotechnical: site soils are adequate for driven piling, risk of liquefaction and 
slope instability are minor. 

Conceptual Structure Alternatives 

Alternatives considered for the Brannan St Wharf range from rehabilitation and re-use of 
the existing structures to complete demolition with all new construction. During the last 
3 months, numerous structural schemes were developed by our consultant and the 
most promising were refined to a conceptual design level. Considerations included 
constructability, construction schedule and risks, recycling and re-use of building 
materials, environmental considerations and construction costs. We are in the process 
of evaluating the conceptual alternatives; however, preliminary results indicate the 
following conclusions: 

• Re-Use of the existing Pier and Marginal Wharf deck and beams is eliminated 
from consideration due to severe and un-repairable deterioration. 

• Re-Use of the existing Marginal Wharf piles is eliminated from consideration due 
to severe and un-repairable deterioration. 

• Re-Use of the existing Pier 36 Caissons is considered feasible and has been 
explored in detail. Preliminary results conclude that upgrading for code level 
seismic performance is more costly and includes more construction risk than 
driving new piles. Longevity is also a concern. 

• The Bulkhead Seawall is in fair condition; however, the design does not meet the 
current code requirements especially with regard to seismic performance. 
Preliminary calculations also suggest that wall stability will be compromised 
during wharf demolition. Various retrofit concepts are under consideration 
including tiebacks, landside piles, and rip-rap. Retrofitting the seawall was not in 
the original project budget and staff is carefully evaluating the consultant's 
analysis. 

• New Pier construction is most economically supported on pre-cast, pre-stressed 
concrete driven piling. The deck may be cast-in-place reinforced concrete or pre- 
cast concrete panels with a topping slab. Costs for either deck are similar and 
dependent upon contractor equipment and experience. 

• The expected total project cost as originally scoped and including seawall retrofit 
is now expected to be between $23.5 and $27.5 million. Staff is currently 
reviewing the conceptual cost estimate in detail to ensure accuracy. 

Funding 

Capitalizing on broad authorization the Port successfully sought under the federal Water 
Resources and Development Act of 2007 (WRDA 07), staff submitted a congressional 
earmark request to Speaker Nancy Pelosi's office for $6.25 million in funding to 
demolish Pier 36. As of April 3rd, the Speaker's Office lists this project among those for 
which she intends to request funding through the upcoming FY 2010 federal Energy and 
Water Appropriation Bill. The traditional target date for the US House and Senate to 

-4- 



take up the federal appropriation bills is June 10th. However, in the end, there are 
simply too many unknowns about how the FY 2010 process will unfold to predict 
whether or not the Pier 36 earmark will ultimately be signed into law. Port staff have 
been in touch with the City's lobbyist, Eve O'Toole, who is now aware of the Port's need 
to make design decisions by the end of July -- a process which requires a reasonable 
understanding of how likely it is the $6.25 million in federal funds will be available to 
demolish Pier 36. Ms. O'Toole intends to stay in touch with Port staff as the 
appropriations process moves forward in an effort to assist with the Port's impending 
design decision. 

Environmental Clearance and Permitting 

The Brannan Street Wharf/Pier 36 demolition project will require permits from the 
Regional Water Quality Control Board and the San Francisco Bay Conservation and 
Development Commission. Port staff currently anticipates that demolition of Pier 36 will 
be administered by the U.S. Army Corps of Engineers ("Army Corps") as authorized by 
Section 5051 of the Water Resources Development Act (WRDA) of 2007 should funding 
be provided through the Appropriations for Energy and Water Development (see 
discussion above). The Army Corps has received appropriations in the amount of 
$100,000 in fiscal year 2009 to initiate studies to determine if there is Federal interest in 
implementing a project in accordance with above authority. As the lead Federal agency 
for this proposed project the Army Corps is required to comply with the National 
Environmental Policy Act (NEPA) of 1969 as well as additional environmental 
compliance requirements. The Army Corps will also need to coordinate with Port staffs 
review of the project under the California Environmental Quality Act (CEQA). Port staff 
is currently working with the Army Corps to streamline and expedite NEPA and CEQA 
review; however environmental compliance requirements may extend the project 
schedule by as much as half a year. 

DECISIONS, RISKS AND SCHEDULE 

During the month of June, staff and consultants will continue to refine the design 
concepts and construction cost estimates to ensure a solution that best meets the 
project concept and goals that have been developed. Currently, we anticipate the total 
project cost to exceed our $20.5 million budget by $3-$7 million. Should we receive a 
commitment of additional funding to cover the costs, we will select the most appropriate 
concept and commence final design in July. If additional funding is not available or not 
yet committed, staff will commence with value engineering and re-design of the project 
to meet funding limits. Significant changes to the size and scope of the project may 
trigger a new round of design review and result in significant delays to the project 
construction. To summarize: 

• Cost likely exceeds funding by $3-$7 million. 

• Additional $6M potential federal funding for demolition through congressional 
earmark. Uncertainty of approval and funding schedule may delay project 
decision making. Funds may also trigger an extended environmental review. 



• Redesign may trigger new round of design review and extend environmental 
process 

• Current schedule (assuming funds are available or cost is within budget) 

Complete Design, Environmental Clearance, 

Entitlements, & Approvals August 2010 

Advertise for Bid September 2010 

Substantial Completion of Construction July 2012 



Port staff will report back to the Port Commission in September 2009 with a project 
update. 



Prepared by: Steven Reel, Project Manager 

For: Tina Olson, Deputy Director 

Finance & Administration 
and 
Ed Byrne, Chief Harbor Engineer 



Attachments: 

Photos of Site Investigations 



-6- 




Photo 1 : Geotechnical Borings on Pier 36 




Photo 2: Marginal Wharf deck slab and beams from below, spalling and corrosion 




Photo 3: Marginal Wharf piles showing severe dama 




Photo 4: Marginal Wharf Deck and Seawall, severe rebar corrosion 




Photo 6: Pier 36 Caisson showing deteriorated concrete and loss of section 




Photo 7: Pier 36 Caissons and Deck, typical conditions 




Photo 8: Pier 36 Caissons and Deck, typical conditions 




Photo 9: Large crack in Seawall 




PORTs 



SAN FRANCISCO 



MEMORANDUM 

June 3, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



i{A^^^ 



FROM: Monique Moyer 

Executive Director 

SUBJECT: Fiscal Year 2009-10 Monthly Rental Rate Schedule, Monthly Parking Stall 
Rates, and Special Event and Filming Rates. 

DIRECTOR'S RECOMMENDATION: Information Only - No Action Required 

MONTHLY RENTAL RATE SCHEDULE 

On September 8, 1993, the Port Commission (Resolution No. 93-127, as amended by 
Resolution 93-135) delegated authority to the Executive Director to approve and 
execute leases and Memorandums of Understanding on behalf of the Port, provided 
that the terms of said leases met certain parameters as found in the Port's Leasing 
Policy. Contained within the 1993 delegated authority is a schedule of minimum rental 
rates for leases which can be executed by the Executive Director without Port 
Commission approval. Such delegated authority can only be executed under the 
following criteria: 

1 . The lease is for an office building or bulkhead office space, open or enclosed pier shed 
space, paved or unpaved open space, or open pier or apron space but is not for a retail 
use; 

2. Except for temporary uses (with terms not exceeding six (6) months), the use under 
the lease or license represents a like-kind use to the existing or the immediate prior 
use of the facility; 

3. Port staff has authority to assign or sublease a Port Commission approved 
boilerplate Lease without Commission approval if the terms and conditions of the 
assignment or sublease are consistent with the September 1993 Resolution No. 93- 
127; 

THIS PRINT COVERS CALENDAR ITEM NO. 7A 



SAN FRANCISCO 



FAX 415 274 0528 WEB sfDort.com 



4. The lease or license is for space included in the current Rental Rate Schedule 
adopted by the Port Commission, and the lease or license rent conforms to the 
Rental Rate Schedule; 

5. The tenant executes the Port's standard form lease with no alterations except for 
minor changes approved by the City Attorney or changes in insurance requirements 
approved by the City Risk Manager; 

6. The lease term does not exceed five (5) years, except those leases in the 
Fisherman's Wharf Seafood Center at Pier 45 Sheds B and D may have a 
maximum lease term of ten (10) years, (Port Resolution No. 94-122; Amended 
February 28, 2006, by Resolution No. 06-15); 

7. Port staff has the authority to issue tenant improvement allowances for floor and 
wall coverings if those credits do not result in the net rent over the term of the lease 
to be below the Minimum Net Effective Rental Rates found in the Rental Rate 
Schedule. Allowances for paint, up to a maximum of $2.50 per square foot, and for 
floor covering, up to a maximum of $2.50 per square foot, are allowable when: 1) 
new paint and/or floor covering is necessary in order to lease space in full service 
office buildings; and 2) Port staff is unable to perform such work prior to the 
proposed lease commencement date. These allowances are considered "landlord's 
work." Therefore, such work is not included in calculating the minimum Initial Lease 
Rental Rates; 

8. The lease may include one month of free rent for early entry for the construction of 
tenant improvements prior to the commencement of term; and 

9. Port staff provides a monthly report to the Commission indicating Leases Executed 
Pursuant to Port Commission's Leasing Parameters Policy. 

The Port's Leasing Policy provides for an annual update of the Rental Rate Schedule. 
The Schedule sets ranges of minimum lease/license rental rates per square foot and 
ranges of minimum net effective rental rates per square foot (if any rent credits are to 
be provided) by type of use and facility for office and industrial space. The Port 
Commission last updated the Rental Rate Schedule on June 10, 2008, by Resolution 
No. 07-40, attached hereto as Exhibit A. 

MARKET SUMMARY 

The San Francisco office market continued to weaken through the first quarter of 2009. 
The current economic crisis has taken its toll on all Bay Area commercial real estate 
markets. The Bay Area office market has taken the brunt of these negative effects, 
which has translated into fast-rising vacancy rates, a rapid growth in sublease space, 
reduction in rental rates, anemic leasing activity, and depletion in occupancy. 

The demand for space along the waterfront has softened less relative to that of the 
balance of San Francisco. The Port's office vacancy rate is about 12% which is inline 
with the citywide vacancy rate of approximately 14.6%. Port staff has reviewed 

-2- 



available commercial data including market comparables of similarly situated properties 
to that of Port properties, the results of which are included in a table on page 4 of this 
report, San Francisco Office Submarf<et Overview 1Q2009. Port staff also reviewed 
Port leasing activity for the prior 12 months included as Exhibit B. This data 
demonstrates that the Port's current Rental Rate Schedule is generally in line with 
current market conditions even with the softening market. However, there are some 
rates, as indicated below, that Port staff is recommending to change or to establish a 
new rate category to better reflect the current market conditions. The Port has 
contracted CBRE Consulting, a third party consultant, to review the proposed Fiscal 
Year 2009-10 Monthly Rental Rate Schedule. It is anticipated that the review will 
conclude prior to the final approval by the Port Commission in July 2009. Staff will 
incorporate any suggested changes or modifications in the July 2009 staff report. 

Port staff continues to have the authority to negotiate higher rates than those found in 
the Rental Rate Schedule and, conversely, staff has the flexibility to quote rates in the 
mid-range or lower range of the Rental Rate Schedule when justified, for properties that 
may be physically sub-standard or oddly configured. In the majority of transactions, Port 
staff successfully negotiates rates above the Minimum Monthly Rent Parameters. 

Office buildings are classified according to a combination of location and physical 
chapacteristics. Class B and Class C buildings are always defined in reference to the 
qualities of Class A buildings. There is no formula for classification but rather buildings 
are evaluated subjectively. 

Class A office space can be characterized as buildings that have excellent location and 
access, attract high quality tenants, and are managed professionally. Building materials 
are of high quality and rents are competitive with other new buildings. Class A office 
buildings are usually located in central financial districts with higher-end amenities and 
lobbies. Class A office buildings are usually steel-framed and tall. Current rental rates 
for Class A office in San Francisco's Financial District average $3.02 per square foot 
per month or $36.24 annualized. In the submarket of Jackson Square/North Waterfront, 
rates are $3.25 per square foot per month or $39.00 annualized. The Port does not 
directly manage any Class A office buildings. (Source: BT Commercial Office Report f* 
Quarter 2009, and Cornish & Carey 2009 Market Rate Summary). 

Class B buildings have good (versus excellent) locations, management, and 
construction, and tenant standards are high. Buildings should have very little functional 
obsolescence and deterioration. In practical terms, Class B buildings are usually newer, 
wood-framed buildings or older, former Class A buildings. Class B office buildings are 
usually three stories or less. The average San Francisco Class B office rents as of the 
1Q 2009 range from $2.50 to $3.25 per square foot per month or $30.00 to $39.00 per 
square foot annually. 

Comparatively the average Port of San Francisco Class B office space for the period 
1Q 2009 ranges from $2.35 to $2.50 per month or $28.20 to $30.00. 

Class C buildings are typically 15 to 25 years old but are maintaining steady occupancy. 
A fair number of the Class C office spaces in the Port's inventory are not truly office 



buildings but rather walk-up office spaces above retail or service businesses. The 
average San Francisco Class C office space for the same period shows rental rates 
ranging from $2.09 to $2.60 per square foot per month or $25.08 to $31 .20 per square 
foot annually. 

In the 1Q of 2009 the average Port of San Francisco Class C office space for the same 
period ranges from $2.25 to $2.70 per square foot per month or $27.00 to $32.40 per 
square foot annually. These rates are slightly higher than the City average by 
approximately 3%. 

The majority of Port managed office spaces primarily fall into the Class C category of 
office space with the exceptions of the Roundhouse Plaza, Pier 9, and Pier 26 Annex, 
which are considered Class B. Note that the Port's portfolio contains Class A space 
managed by Master Tenants and not subject to the Port's Rental Rate Schedule. 

San Francisco Office Submarl<et Overview 1Q 2009 



Submarket 


Net rentable 
area 


Total 

vacancy 

rate 


Class A 


Class B 


Class C 


Financial District 


27,160,376 


12.8% 


$3.59. 


$3.25 


$2.20 


S. Financial District 


20,185,328 


12.2% 


$3.50 


$3.00 


$2.10 


N.Waterfront & 
Jackson Square 


4,806,266 


12.7% 


$3.25 


$2.96 


$2.60 


Verba Buena 


3,260,036 


39.8% 


$3.17 


$2.92 


$2.09 


South Market 


2,613,337 


2.6% 


$2.75 


$2.80 


$2.09 


Multimedia Gulch 


3,529,583 


36.4% 


$3.17 


$2.90 


$2.40 


Mission Bay/China 
Basin 


1,206,000 


24.4% 


$3.59 


n/a 


n/a 


Potrero Hill 


2,068,709 


13.6% 


$3.09 


$2.94 


$2.50 


Civic Center & Van 
Ness Corridor 


3,151,137 


5.25% 


$2.84 


$2.50 


$2.20 


Union Square 


3,776,028 


3.6% 


$3.25 


$3.05 


$2.57 



(Research Sources: BT Commercial Office Market Overview 2009, Cornish & Carey Office 
Report 1Q 2009) 

INDUSTRIAL AND WAREHOUSE 

As economic conditions continue to take their toll on many Bay Area companies, the 
warehouse market also took a slight downturn in the 4'^ Quarter 2008 and into the 1^* 
Quarter 2009. 

The Bay Area has -a total of over 159 million feet of warehouse space, which is divided 
into four primary regions according to BT Commercial. The East Bay 1-80/880 Corridor 
has the majority of the warehouse space, then Santa Clara County and San Mateo 
County followed by San Francisco which represents approximately 12% of the total Bay 
Area warehouse space. 



-4- 



WAREHOUSE 



arket Summary 



Submarket 


Building 
Base 


Direct 


Available Space 
Sublease 


Total 


Vacancy Rate 
Q1-09 Q1-08 


Avg. Asking 
Rate (NNN) 


|ion/SOMA 


5,141,878 


124,940 





124,940 


2.4% 


2.4% 


$1.02 


lit Cdr/Potrero Hill 


9,785,817 


375,837 





375.837 


3.8% 


3.8% 


$0.83 


■ lew 


4.359.440 


199.762 


8,800 


208,562 


4.8% 


4.8% 


$0.80 


il San Francisco County 


19,287,135 


700.539 


8,800 


709,339 


3.7% 


2.3% 


$0.85 


liane 


4.014.547 


285.585 


88,500 


374,085 


9.3% 


5.8% 


$0.82 


!n Francisco/ San Bruno 


17,468,381 


2,175,094 


112,076 


2,287,170 


13.1% 


6.0% 


$0.81 


(igame/ Mlllbrae 


3,902,835 


281,795 


28,351 


310,146 


7.9% 


6.2% 


$0.90 


iVIateo/ Foster City 


735,021 


20,040 





20,040 


2.7% 


1.1% 


$1.06 


(vood City 


1,253,456 


102.198 


87.031 


189,229 


15.1% 


13.8% 


$0.67 


1 ont' San Carlos 


3.271.768 


16.533 





16,533 


0.5% 


0.6% 


$0.86 


lo Park 


1,258,362 


212,848 


11,904 


224,752 


17.9% 


0.0% 


$0.62 


i\ San Mateo County 


31.904,370 


3.094.093 


327,862 


3,421,955 


10.7% 


5.4% 


$0.80 


jTiond 


5,376.644 


571 ,264 





571,264 


10.6% 


8.2% 


$0.33 


•alsy 


1,853,085 


23.250 





23,250 


1.3% 


1 .0% 


$0.79 


(yville 


1,086.153 


36,186 





36,186 


3.3% 


2.3% 


$0.53 


iiod 


12,937,866 


562,795 


236,435 


799,230 


6.2% 


3.8% 


$0.43 


.eandro 


14,825.117 


1,103,308 


98,883 


1.202,191 


8.1% 


8.4% 


$0.44 


/ard 


18.846,218 


2,325,325 


374,521 


2,699,846 


14.3% 


5.9% 


$0.45 


iCity 


8,311.087 


1.029,498 


97,506 


1,127.004 


13.6% 


11.3% 


$0.44 


irk 


3,986,761 


150,190 


48,960 


199,150 


5.0% 


5.2% 


$0.36 


:ont 


8,011,039 


801,619 


63,164 


864,783 


10.8% 


4.6% 


$0.49 


1 80/880 Conridor 


75.233,970 


6,603,435 


919,469 


7,522,904 


10.0% 


6.4% 


$0.44 


yvale 


1,848,665 


207.484 





207,484 


11.2% 


3,0% 


$0.57 


1 Clara 


3,938,252 


269,952 


10,500 


280,452 


7.1% 


2.0% 


$0.58 


1 San Jose 


9,472,556 


849,548 


56.820 


906,368 


9.6% 


4.5% 


$0.51 


(ntral San Jose 


9,194,629 


343,800 


138,240 


482,040 


5.2% 


2.9% 


$0.44 


Ian Hill/Gilroy 


2,537,445 


242,991 





242,991 


9.6% 


9.1% 


$0.32 


fas 


5,408,765 


496,023 


31,000 


527,023 


9.7% 


7.1 % 


$0.42 


1 Santa Clara County 


32.400.312 


2,409,798 


236,560 


2.646,358 


8.2% 


4.5% 


$0.47 


1 


d Total 


158,825,787 


12,807,865 


1,492,691 


14,300,556 


9.0% 


5.3% 


$0.55 1 



(Research Source: BT Commercial Warehouse Report 1 Q 2009) 

Port warehouse and industrial space demand has declined in general from a high of 
$0.85 per square foot to $0.80 per square foot. In the 2Q of 2009 rents have leveled off 
or in some cases declined slightly at the Port. 

The Port's industrial properties have various levels of improvements including partitions, 
fencing, electrical service, plumbing, etc. The industrial/warehouse spaces are typically 
leased under "net" leases with space defined as "gross leasable area." 

The majority of Port warehouses are categorized as Class C. Those spaces lack 
loading docks, attached office space, non-permeable concrete floors, and share a 
common drive isle. Despite the limited infrastructure, the Port has been able to 
negotiate rental rates comparable to private landlords. The previous twelve month 
average rates have been $0.75 to $0.85 per sq.ft or $9.00 to $10.20 per sq.ft annually. 
This appears to be somewhat better than current rental market conditions. 



-5- 



Proposed 2009-10 Month Rental Rate Schedule 

The Fiscal Year 2009-10 Monthly Rental Rate Schedule presented for Port Commission 
review and approval provides two sets of rental rate ranges. The first, entitled Minimum 
initial Lease Rental Rates, represents the market rent range for the first year of the 
lease. The second, entitled Minimum Net Effective Rental Rates represents the net 
effective rent calculated and applied over the lease term after rent credits for flooring 
and wall coverings are amortized over the term of the lease. The proposed Monthly 
Rental Rate Schedule for Fiscal Year 2009-10 is attached hereto as Exhibit C. 

PROPOSED CHANGES TO 2009-10 MONTHLY RENTAL RATE SCHEDULE 

Port staff proposes changes to the Fiscal Year 2009-10 Monthly Rental Rate Schedule 
for office and industrial shed space consistent with the market rate review and 
determination. The following changes are proposed: 

1 . One month early entry for each year of lease term up to three months for the 
purpose of space preparation. 

2. The following office properties are currently in low demand and are experiencing 
moderate vacancy rates. Staff recommends revising minimum monthly rents for 
these locations in recognition of minimal demand, moderate vacancy and a 
softening Port office market. 

Office Class B 



Item 
# 


Facility 


From Minimum 
Rate of sq. ft /month 


New 
Minimum $ 


a) 


Pier 33 'A North* 


n/a 


$2.50 



*Establishment of New Rate Parameter 



Office Class C 



Item 
# 


Facility 


From Minimum 
Rate of sq. ft /month 


New 
Minimum $ 


a) 


Pier 9 Studio/Office* 


n/a 


$2.00 


b) 


Pier 33 'A * 


n/a 


$1.75 


c) 


Pier 35 Interior office* 


n/a 


$1.75 


d) 


501 Cesar Chavez 


$1.80 


$1.50 


e) 


Office Storage at all facilities 


$1.10 


$1.00 



* Establishment of New Rate Parameter 

3. The following Industrial/warehouse shed and land properties generate minimal 
demand from prospective tenants and currently experience moderate vacancy rates. 
Real Estate staff recommends revising minimum monthly rents for these locations in 
recognition of minimum demand, moderate vacancy and a soft warehouse market. 



-6- 



Pier Shed and Land 



Item 
# 


Facility 


From Minimum 
Rate of sq. ft 
/month 


Decreased to 
Minimum $ 


a) 


Piers 26-28 


$0.80 


$0.70 


b) 


Pier 50-54 'A 


$0.80 


$0.70 


c) 


Pier 80 


$0.75 


$0.55 


d) 


Pier 92, SWL 344 & 344 


$0.75 


$0.55 


e) 


Open Land North & South 


$0.26 


$0.20 





Paved Land North & South 


$0.28 


$0.22 


g) 


Improved Land North & South 


$0.30 


$0.25 


h) 


Piers 19, 19/2* 


n/a 


$0.65 


i) 


Pier 47 Shed* 


n/a 


$0.75 


J) 


SWL 302 Shed* 


n/a 


$0.75 


k) 


Facility 6019 (Armstrong Street)* 


n/a 


$0.55 



* Establishment of New Rate Parameter 

(Research sources: BT Commercial Market Overview 1Q 2009, TRI Commercial 2009; BT 
Commercial Warehouse Report 1Q 2009; Port Leasing Activity past 12 months, Cornish & 
Carey Office Report 1Q 2009, CB Richard Ellis 2009 Market Outlook) 

4. The rental rates at Pier 45 Fish Processing Center were adjusted in 2008. Port staff 
recommends only two adjustments and one new category rate in this section below. 

Improved Shed -Fish Wholesaling & Processing Space 



Item 
# 


Facility 


From Minimum 
Rate of sq. ft 
/month 


Decreased to 
Minimum $ 


a) 


Pier 45 Sheds 


$0.80 


$0.75 


b) 


Pier 45 Second Floor Mezz.* 


n/a 


$0.75 


c) 


Aprons 


$0.25 


$0.20 



*Establishment of New Rate Parameter 

(Research sources: Santa Cruz Harbor, Pilar Point Harbor, Spud Point Harbor, MorroBay 
Harbor, Crescent City Harbor) 

5. Fisherman's Wharf Encroachment Permit Rates. 

On June 13, 2006, the Port Commission approved the revised Sidewalk and Airspace 
Encroachment Program which was amended on March 13, 2007. The rates were set 
and Real Estate staff proceeded to enter into a limited number of agreements with 
businesses and landlords on the south side of Jefferson Street. 



Airspace Permits 

The formula for determining the Airspace permits has proven to be confusing and 



difficult to manage in its current form. Port staff proposes to simplify the program by 
reducing the five-tier rate schedule to a two-tier rate reflecting low and high density 
signage as shown on the table below. 

Sidewalk Permits 

This quarterly permit program established a rate of $60 per square foot per month 
($720 annually) for non-Port tenants whose businesses border on Port property. Real 
Estate staff recommend the rate be modified to reflect the current market. Recent 
comparables are $185 per square foot annually for stores on Jefferson St. and $60 for 
stores on Powell St. Since frontage is more valuable, $20 per square foot monthly 
($240 annually) for prime retail frontage is both reasonable and fair. To reduce 
paperwork and management costs, the permit would have an annual term with an auto- 
annual rollover and be billable monthly. The current rate of $10 per square foot for 
tables and chairs would not change. 

Curb-space Permits 

Exclusive use white zones for passenger loading and unloading are offered at a rate of 
$40.00 per linear foot monthly. Non-exclusive use white zones are not charged and are 
used for general passenger loading and unloading. The MTA parking meter upgrade 
project will provide new exclusive curb-space leasing opportunities. Port staff 
recommends establishing a $40 per linear foot minimum rate for exclusive white zones 
for non-Port tenants who wish to have an exclusive white zone. No subleasing to retail 
operators will be permitted. 



Permit Type 


Current rent 


Proposed Rent 


Comments 


Airspace 


$20 to $100 per 
linear foot 
annually 


$40 and $80 per 
linear foot 
annually 


5-tier to 2 tier rent 
structure 


Sidewalk 


$720 per square 
foot annually 


$240 per square 
foot annually 


Monthly permit to 
annual permit 


Curb-space 


Varies 


$40 per linear foot 
monthly 


No subleasing 
permitted 



PARKING 

The Port operates a number of parking facilities where the Port leases individual 
parking stalls on a monthly basis (328 stalls). The majority of the stall holders are Port 
tenants. A map is attached that shows the location of those facilities at which the Port 
currently offers monthly parking. 

On June 10, 2008 the Port Commission approved a new Monthly Parking Stall Rate 
Schedule by Resolution No. 07-40. This Monthly Parking Stall Rate Schedule was 
approved by the Port Commission with the understanding that Port staff would present 
to the Port Commission, for its review and approval a revised rate schedule for monthly 
parking each fiscal year. Accordingly, staff herein presents this Monthly Parking Stall 
Rate Schedule for fiscal year 2009-10 for the Commission's review as included below. 



-8- 



Since the last parking stall rate adjustments, the parking market has continued to 
slightly improve. Port staff recently conducted a survey of comparable parking facilities 
in the vicinity of Port property where the Port rents monthly parking stalls, attached 
hereto as Exhibit D. The survey determined that the monthly parking stall rates for Port 
facilities are in line with current market rates. Therefore staff proposes modest 
incremental increases to the Monthly Parking Stall Rate Schedule because demand 
remains stable and the increases will keep pace with the market. 

Please note that the parking rates in this report do not include any City parking tax, 
currently 25%, which is paid by the stall holder and remitted by the Port to the San 
Francisco Tax Collector. 



PROPOSED CHANGES TO FY 2009-10 MONTHLY PARKING RATE SCHEDULE 



Site 


Type 


Current Rate 


Proposed Rate 


Increase 

(Tax 
Included) 


Rent 


Rent& 
Tax 


Rent 


Rent& 
Tax 


Agriculture 
BIdg 


Building Tenants 
Parking 


$308 


$385 


$316 


$395 


$10 


Pier 9 


Shed Parking 


$264 


$330 


$272 


$340 


$10 


Uncovered Parking 


$244 


$305 


$252 


$315 


$10 


Wharf J3 


Commercial Tenants 
Parking 


$244 


$305 


$252 


$315 


$10 


Restaurant Tenants 
Parking 


$160 


$200 


$164 


$205 


$5 


Fishing Industry 
Tenants Parking 


$60 


$75 


$60 


$75 


$0 


Pier 45, 
ShedC 


Commercial Tenants 
Parking 


$264 


$330 


$272 


$340 


$10 


Restaurant Tenants 
Parking 


$160 


$200 


$164 


$205 


$5 


Fishing Industry 
Tenants Parking 


$60 


$75 


$60 


$75 


$0 


Seawall Lot 
302 


Commercial Tenants 
Parking 


$260 


$325 


$268 


$335 


$10 


Restaurant Tenants 
Parking 


$160 


$200 


$164 


$205 


$5 


Sport Fishing Tenants 
Parking 


$96 


$120 


$96 


$120 


$0 


Seawall Lot 
303 


Commercial Tenants 
Parking 


$248 


$310 


$256 


$320 


$10 


Restaurant Tenants 
Parking 


$160 


$200 


$164 


$205 


$5 


Seawall Lot 
349 


Uncovered Parking 


$120 


$150 


$124 


$155 


$5 



Site 


Type 


Current Rate 


Proposed Rate 


Increase 

(Tax 
included) 


Rent 


Rent& 
Tax 


Rent 


Rent& 
Tax 


Pier 80 


Admin BIdg 
Uncovered Parking 


$168 


$210 


$176 


$220 


$10 


Yard Uncovered 
Parking 


$120 


$150 


$124 


$155 


$5 


Pier 84 


Uncovered Parking 


$120 


$150 


$124 


$155 


$5 


Pier 96 


Uncovered Parking 


$120 


$150 $124 


$155 


$5 


Pier 52 Boat 
Launch 


Uncovered Parking 


n/a 


n/a n/a 


$1 hr/ 
vehicles 


$1hr/vehicles 


Pier 52 Boat 
Launch 


Uncovered Parking 


n/a 


n/a n/a 


$5/4hrs 
w/boat 
trailer 


$5/4hrs 
w/boat trailer 



The Port makes available parking stalls at cost for its employees' vehicles. The parking 
lot operator at SWL 324 (Broadway lot) is required to provide forty parking spaces at 
SWL 324 for Port employees at no cost to the Port. The Port will convert an additional 
20 currently underutilized metered spaces on Davis Street for Port employee parking 
similar to that around City .Hall. The Port receives $65 per space. The rate is equivalent 
to the cost of a MUNI Fast-Pass plus $10. 

PROPOSED PORT EMPLOYEES MONTHLY PARKING RATE FOR FY 2009/1 



Facility 


For 


Current 
Rate 


Proposed 
Rate 


Increase 

(Tax 
Included) 


Rate 


Rent 

& 

Tax 


Rent 


Rent 

& 
Tax 


Pier 72, Pier 
3 & Seawall 
Lot 351 


Port Commissioner, Executive 
Director 


$104 


$130 


$124 


$155 


$25 


Employees who have been granted 
a reasonable accommodation 
under the Americans with 
Disabilities Act 


$44 


$55 


$52 


$65* 


$10 


Seawall Lot 
324 


Employees assigned to Pier 1; 
parking available for one employee 
vehicle used for commuting 


$44 


$55 


$52 


$65* 


$10 


Pier 50 or at 
jobsite 


Employees assigned to Pier 50 or 
whose collective bargaining 
agreement allows for free parking; 
one automobile space for vehicle 
used by the employee for 
commuting (no boats, trailers, 
three-axle vehicles, etc.) 


$0 


$0 


$0 


$0 


$0 



■10- 



The annualized Monthly Parking Stall revenue is $352,608 as of May 1, 2009. The 
annualized revenue based on the proposed rate will increase to $369,888 or 4.9%. 

SPECIAL EVENTS AND FILMING 

The Port's seven and half (7.5) miles of waterfront property is a popular venue for 
special events and filming projects produced each year in the City. Among the most 
notable special events are Fleet Week, 4^ of July Celebration and Fireworks, City 
Streets, KFOG Kaboom, New Years Eve, Giant's Fanfest and the Nike Women's 
Marathon. 

A number of major motion pictures and television series have been produced on Port 
property including; Trauma and Myth Busters. 

The Port is also very popular with advertisers that account for the majority of still photo 
shoots that occur at the Port. From elegant fashion and auto ads located at Pier 7 to 
the more urban industrial projects shot in the Southern Waterfront, the Port offers a 
variety of locations sought after by creative photographers. 

In order to standardize fees charged for various Port facilities, Port staff has established 
a Special Event and Filming Fee Schedule. The schedule is reviewed annually to 
reflect current market conditions and submitted to the Port Commission for re-approval. 
On June 12, 2007 the Port Commission by Resolution No. 07-40 amended the Rental 
Rate Schedule to include the Special Event and Filming Fee Schedule. 

There are several recurring Special Events/Uses that have a strong Maritime or 
community connection to the Port of San Francisco and have customarily been given 
either a fee wavier or fee reduction by the Port Commission on an ad hoc basis. In 
order to streamline the administrative process and costs associated with preparing 
individual Commission Agenda Items for each event, staff recommends that the Port 
Commission approve the recommended fees for these events. 

1 . Proposed Fee Wavier: 4*^ of July Celebration; Fleet Week; City's New Years Eve 
Celebration, Madonna Del Lume, Miracle at Pier 48, and Project Homeless 
Connect 

2. Proposed Fee Reductions: Small Boat Fishing Gear Swap Meet $300 versus $2,000 
and Delancey Street Christmas tree Lot, $3,528 versus $7,055 

The methodology for deriving the fees described in the Special Events and Filming Fee 
Schedule is a combination of market research, continuous dialog with special events 
promoters and mostly the Port's own experience at negotiating fees. Because of the 
variety and unique characteristics of Port property, the Port has been able to set fees 
for special events and filming. 

The attached Special Event and Filming Schedule E reflects both a comparison of fees 
charged by the Port and other public venues in the City, such as athletic events and 
other entertainment venues managed by the Department of Parks and Recreation, film 

-11- 



permits issued through the Film Commission, and rates charged for the Concourse 
Exhibition Center. 

In Fiscal Year 2008-09 special events and filming generated a combined total of 
$67,247 in revenues to the Port (as of April 2009). Of this amount, special events 
generated $65,065 and filming $2,182. 

PROPOSED FY 2009-10 SPECIAL EVENT AND FILMING RATE SCHEDULE 

Port staff does not propose any changes to the FY 2009-10 Special Event and Filming 
Rate Schedule, which is listed on Exhibit E. 

RECOMMENDATION 

Port staff will return to the next Port Commission meeting and request approval of the 
updated Fiscal Year 2009-10 Monthly Rental Rate Schedule, Parking Rate Schedule, 
and the Special Event and Filming Schedule. Staff anticipates that that new rate 
schedules will be effective as of August 1 , 2009. 



Prepared by: Jeffrey A. Bauer, Senior Leasing Manager 

For: Susan Reynolds, Director of Real Estate 



■12- 



EXHIBIT A 



2008-09 MININUM MONTHLY RENTAL RATE SCHEDULE^ 



TYPE OF USE & 
TYPE OF LEASE 



CLASS & LOCATION 
OF FACILITY/SPACE 



MINIMUM 
INITIAL LEASE 
RENTAL RATES 
Monthly Per Sq. Ft. 



MINIMUM 
NET EFFECTIVE 
RENTAL RATES 
Monthly Per Sq. Ft.* 



OFFICE SPACE USES; 



FULL SERVICE GROSS LEASES: CLASS B 

Roundhouse Plaza 

CLASS C 

Agriculture Building 
Window Office 
Interior Office 
401 Terry Francois 
696 Amador 



$2.45 - 2.95 



$2.40 
$1.50 
$2.35 
$1.75 



2.60 
2.00 
2.60 
1.80 



NET LEASES: 



CLASS B 



OFFICE STORAGE 
INDUSTRIAL SHED USES: 



All Facilities 



$1.10 - 1.10 



INDUSTRIAL GROSS LEASES: 



NORTHEAST WATERFRONT 
Pier 9 

Pier 17-45 
Pier 27/29/31 



-1- 



$2.20 - 2.75 



$2.20 
$0.98 
$2.00 
$1.50 



2.55 
1.48 
2.75 
1.60 



Pier 9 Bulkhead Bldg. 


$2.75 - 


3.00 


$2.40 


- 2.90 


Pier 9 Pier Offices 


$2.75 - 


3.00 


$2.40 


- 2.90 


Pier 26 Annex Bldg. 


$2.50 - 


2.90 


$2.40 


- 2.90 


Pier 33-35 Bulkhead Bldg. 


$2.50 - 


2.75 


$2.25 ■ 


■ 2.50 


CLASS C 










Piers 15-19 Bulkhead Bldgs. 


$1.85 - 


2.00 


$1.85 


- 1.75 


Pier 27 Admin. Bldg. 


$1.35 - 


1.60 


$1.35 


■ 1.44 


Pier 29 Annex Bldg. 


$1.35 - 


1.60 


$1.35 ■ 


■ 1.44 


490 Jefferson St. 


$1.85 - 


2.25 


$1.85 ■ 


■ 2.25 


Piers 26 Bulkhead Bldg. 


$2.50 - 


2.75 


$2.00 ■ 


■ 2.25 


Pier 28 Bulkhead Bldg. 


$2.50 - 


2.75 


$1.25 ■ 


■ 1.75 


Piers 50 Bulkhead Bldg. 


$2.00 - 


2.30 


$1.95 ■ 


■ 2.25 


Pier 54 Office 


$1.50 - 


1.75 


$1.25 - 


■ 1.40 


Pier 70, Building 1 1 


$1.10 - 


1.25 


$1.00 ■ 


- 1.20 


501 Cesar Chavez 


$1.80 - 


1.80 


$1.50 - 


1.60 


60 1 Cesar Chavez 


$1.00 - 


1.25 


$0.90 - 


1.05 


Pier 96 Admin. Bldg. 


$1.35 - 


1.60 


$1.25 - 


1.50 


Pier 96 Gate House Bldg. 


$1.25 - 


1.50 


$0.75 - 


1.25 



$1.10 - 1.10 



$1.25 


- 1.25 


$1.25 - 


1.25 


$0.75 


- 1.00 


$0.70 


■ 0.75 


$0.75 


- 0.80 


$0.75 


- 0.80 



TYPE OF USE & 
TYPE OF LEASE 



MINIMUM 
INITIAL LEASE 



MINIMUM 
NET EFFECTIVE 



CLASS & LOCATION 


RENTAL RATES 


RENTAL RATES 


OF FACILITY/SPACE 


Monthly Per Sa. Ft. 


Monthly 


Per Sa. Ft.* 


SOUTH BEACH/CHINA BASIN 








Pier 24 Annex 


$0.45 


- 0.45 


$0.45 - 


0.45 


Piers 26-28 


$0.80 


- 1.00 


$0.80 - 


1.00 


Piers 48 


$0.85 


- 1.10 


$0.85 - 


0.85 


Pier 50-54 1/2 


$0.80 


- 1.10 


$0.80 - 


1.10 


SOUTHERN WATERFRONT 










SWLs 343 & 354 


$0.75 


- 0.85 


$0.80 - 


0.75 


Pier 80 


$0.75 


- 0.85 


$0.80 - 


0.75 


Pier 92 & SWLs 344 & 349 


$0.75 


- 0.85 


$0.80 - 


0.75 


Pier 96 M «fe R 


$0.75 


- 0.85 


$0.80 - 


0.75 



OPEN LAND AND 
PIER SPACE USES: 

INDUSTRIAL GROSS LEASES: 
"PORT STANDARD NET LEASE" 



UNPAVED LAND 





$0.26 


- 0.30 


$0.26 


- 0.30 


PAVED LAND 












$0.28 


- 0.32 


$0.28 


- 0.32 


IMPROVED LAND 


$0.30 • 


- 0.34 


$0.30 


- 0.34 



FISHING INDUSTRY USES: 

INDUSTIUAL GROSS LEASES: 



FISH WHOLESALING & 
PROCESSING SPACE 



LICENSES: 



Improved Fish Processing Space 
Pier 45 Sheds $0.80 
Second floor warehouse $0.40 
Pier 45 Office $1.10 


- 0.85 

- 0.45 

- 1.50 


$0.75 - 
$0.35 - 
$1.05 - 


0.80 
0.40 
1.25 


Sheds 
Pier 33 
699 Illinois 


$0.80 
$0.75 


- 0.85 

- 0.80 


$0.75 - 
$0.70 - 


0.75 
0.70 


Aprons 


$0.25 


- 0.25 


$0.25 - 


0.25 


FISHING GEAR STORAGE 


$0.22 


- 0.22 


$0.22 - 


0.22 



"^ The range in rental rates is provided as an example of the minimum rental rates for different space in the building (ie. higher 
rates for higher floors). It is not, and should not be construed as, a cap or maximum rental rate for such space. 

* Minimum Net Effective Rents are rents that reflect the application of rent credits for new paint and carpet. The 
Minimum Net Effective Rates reflect the amortization of rent credits provided by Port over the term of the lease. 

-2- 



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EXHIBIT C 



2009-10 MININUM MONTHLY RENTAL RATE SCHEDULE^ 



TYPE OF USE & 
TYPE OF LEASE 

OFFICE SPACE USES: 



CLASS & LOCATION 
OF FACILITY/SPACE 



FULL SERVICE GROSS LEASES: CLASS B 

Roundhouse Plaza 

CLASS C 

Agriculture Building 
Window Office 
Interior Office 
401 Terry Francois 
696 Amador 



MINIMUM 
INITIAL LEASE 
RENTAL RATES 
Monthly Per Sq. Ft. 



$2.45 - 2.95 



$2.40 
$1.50 

$2.35 
$1.75 



2.60 
2.00 
2.60 
1.80 



MINIMUM 
NET EFFECTIVE 
RENTAL RATES 
Monthly Per Sq. Ft.* 



$2.20 - 2.75 



$2.20 
$0.98 
$2.00 
$1.50 




2.55 
1.48 
2.75 
1.60 



NET LEASES: 



CLASS B 



Pier 9 Bulkhead Bldg. 


$2.75 


- 3.00 


$2.40 - 


2.90 


Pier 9 Pier Offices 


$2.75 


- 3.00 


$2.40 - 


2.90 


Pier 26 Annex Bldg. 


$2.50 


- 2.90 


$2.40 - 


2.90 


Pier 3 3 '/2 North 


$2.50 


- 3.00 


$2.25 - 


2.75 


Pier 35 Bulkhead Bldg. 


$2.50 


- 2.75 


$2.25 - 


2.50 


CLASS C 










Pier 9 Studio/office 


$2.00 


- 2.50 


$1.75 - 


2.25 


Piers 15-23 Bulkhead Bldgs. 


$1.25 


- 2.00 


$1.00 - 


1.75 


Pier 27 Admin. Bldg. 


$1.35 


- 1.60 


$1.35 - 


1.44 


Pier 29 Annex Bldg. 


$1.35 


- 1.60 


$1.35 - 


1.44 


Pier 33 'A 


$1.75 


- 2.25 


$1.50 - 


2.00 


Pier 35 Interior office 


$1.75 


- 2.00 


$1.50 - 


1.75 


490 Jefferson St. 


$1.85 


- 2.25 


$1.85 - 


2.25 


Piers 26 Bulkhead Bldg. 


$2.50 


- 2.75 


$2.00 - 


2.25 


Pier 28 Bulkhead Bldg. 


$2.50 


- 2.75 


$1.25 - 


1.75 


Piers 50 Bulkhead Bldg. 


$2.00 


- 2.30 


$1.95 - 


2.25 


Pier 54 Office 


$1.50 


- 1.75 


$1.25 - 


1.40 


Pier 70, Building 1 1 


$1.10 


- 1.25 


$1.00 - 


1.20 


501 Cesar Chavez 


$1.50 


- 1.80 


$1.25 - 


1.60 


601 Cesar Chavez 


$1.00 


- 1.25 


$0.90 - 


1.05 


Pier 96 Admin. Bldg. 


$1.35 


- 1.60 


$1.25 - 


1.50 


Pier 96 Gate House Bldg. 


$1.25 


- 1.50 


$0.75 - 


L25 



OFFICE STORAGE 



All Facilities 



$1.00 - 1.00 



$1.00 - 1.00 



lof3 

I:\Amy Q 2009'\2009 Staff Reports\6-9-2009 Staff ReportsMtem 7 A Exhibit C 2009-10 Rate Schedule.doc 



EXHIBIT C 



TYPE OF USE & 
TYPE OF LEASE 

INDUSTRIAL SHED USES; 

INDUSTRIAL GROSS LEASES: 



OPEN LAND AND 
PIER SPACE USES: 



CLASS & LOCATION 
OF FACILITY/SPACE 



MINIMUM 
INITIAL LEASE 
RENTAL RATES 
Monthly Per Sq. Ft. 



MINIMUM 
NET EFFECTIVE 
RENTAL RATES 
Monthly Per Sq. Ft.* 



NORTHEAST WATERFRONT 



Pier 9 


$1.25 


- 1.25 


$1.25 


- 1.25 


Pier 15 -17 


$0.75 


- 1.00 


$0.70 


- 0.75 


Pier 33 - 35 


$0.75 


- 0.85 


$0.70 


- 0.80 


Pier 19-19 '/2 


$0.60 


- 0.75 


$0.75 


- 0.70 


Pier 23 


$0.75 


- 0.80 


$0.70 


- 0.75 


Pier 27/29/31 


$0.70 


- 0.80 


$0.70 


- 0.80 


Pier 47 shed storage 


$0.75 


- 1.00 


$0.70 


- 0.90 


SWL 302 storage 


$0.75 


- 1.00 


$0.65 


- 0.75 


SOUTH BEACH/CHINA BASIN 








Pier 24 Annex 


$1.18 


- 1.25 


$1.18 


- 1.25 


Piers 26-28 


$0.70 


- 1.00 


$0.65 


- 0.75 


Piers 48 


$0.85 


- 1.10 


$0.85 


- 0.85 


Pier 50-54 1/2 


$0.70 


- 1.00 


$0.65 


- 0.75 


SOUTHERN WATERFRONT 










SWLs 343 & 354 


$0.75 


- 0.85 


$0.80 


- 0.75 


SWL 345 


$0.75 


- 1.00 


$0.70 


- 0.80 


Facility 6019 


$0.55 


- 0.55 


$0.55 


- 0.55 


Pier 80 


$0.75 


- 0.85 


$0.80 


- 0.75 


Pier 92 & SWLs 344 & 349 


$0.75 


- 0.85 


$0.80 


- 0.75 


Pier 96 M & R 


$0.75 


- 0.85 


$0.80 


- 0.75 



INDUSTRIAL GROSS LEASES: UNPAVED LAND 
"PORT STANDARD NET LEASE" 





$0.20 


- 0.25 


$0.18 


- 0.20 


PAVED LAND 












$0.22 


■ 0.25 


$0.20 


- 0.23 


IMPROVED LAND 


$0.25 ■ 


■ 0.30 


$0.22 


- 0.28 



2 of 3 

l:\Amy Q 2009X2009 Staff Reports\6-9-2009 Staff ReportsMtem 7 A Exhibit C 2009-10 Rate Schedule.doc 



EXHIBIT C 



TYPE OF USE & 
TYPE OF LEASE 
FISHING INDUSTRY USES; 



CLASS & LOCATION 
OF FACILITY/SPACE 



MINIMUM 
INITIAL LEASE 
RENTAL RATES 
Monthly Per Sq. Ft. 



MINIMUM 
NET EFFECTIVE 
RENTAL RATES 
Monthly Per Sq. Ft.* 



INDUSTRIAL GROSS LEASES: 



FISH WHOLESALING & 
PROCESSING SPACE 



Improved Fish Processing Space 
Pier 45 Sheds $0.75 

Second floor warehouse $0.40 

Pier 45 Office 1st fl office $1.10 
Pier 45 2""* fl mezz $0.75 



Sheds 
Pier 33 
699 Illinois 



$0.80 
$0.75 



LICENSES: 



Aprons $0.22 

FISHING GEAR STORAGE $0.22 



0.85 
0.45 
1.50 
1.00 



0.85 
0.80 

0.22 

0.22 



$0.75 


- 0.80 


$0.35 


- 0.40 


$1.05 


- 1.25 


$0.75 


- 1.00 


$0.75 - 


0.75 


$0.70 - 


0.70 


$0.22 - 


0.22 


$0.22 - 


0.22 



"^ The range in rental rates is provided as an example of the minimum rental rates for different space in the building (ie. higher 
rates for higher floors). It is not, and should not be construed as, a cap or maximum rental rate for such space. 

* Minimum Net Effective Rents are rents that reflect the application of rent credits for new paint and carpet. The 
Minimum Net Effective Rates reflect the amortization of rent credits provided by Port over the term of the lease. 



3 of 3 

I:\Amy Q 2009\2009 Staff Reports\6-9-2009 Staff ReportsMtem 7A Exhibit C 2009-10 Rate Schedule.doc 



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Exhibit E 
2009-10 FY Special Events and Filming Fee Schedule 

Still Photo Shoot Rate 

Outdoor: 

Simple per day $ 1 ,000.00 

Major per day $2,000.00 ^ 

Indoor: 

Piers simple per day $ 1 ,000.00 

Piers major per day $2,000.00 

Pier 1 per day (Port offices - after hours) $2,000.00 

Pier 1 - Bayside 1-4 $2,000.00 

Filming 

Simple per day $1,000.00 

Major per day $2,000.00 

Special Events 

Athletic events (walk/run/bicycle) per day $1,000.00 

Private event per day $2,000.00 

Public event per day $2,000.00 

Pier 30/32 - Entire Pier 

Private event: 

Event day $12,500.00 

Set-up per day $ 2,500.00 

Paid attendees: 

Event day $15,000.00 

Set-up per day $ 2,500.00 

Free admittance: 

Event day $10,000.00 

Set-up per day $ 2,500.00 

Partial Pier - Fee to be based on a pro-rata share of fee for entire pier. 



Pier 48 - Shed A & C 

Private: 

Per event day 

Set-up per day 

Paid attendees: 
Per event day 
Set-up per day 

Free admittance: 
Per event day 
Set-up per day 



$15,000.00 
$ 2,500.00 



$20,000.00 
$ 2,500.00 



$12,500.00 
$ 2,500.00 



Partial Pier - Fee to be based on a pro-rata share of fee for entire pier. 

A $10,000.00 premium will be added to the rate above for New Year's Eve events. 



Notes: 

Minor film and photo shoots are those that require very few to no support functions, i.e.; 
the photographer and the subject, minimal equipment, etc. 

Major film and photo shoots are those that require substantial support, i.e.; film crew, 
props, vehicles, generators, lighting, etc. 

At no time shall the fee charged for filming or a special event at a specific facility be less 
than the rental rate as specified under the Rental Rate Schedule for that premises. 



! 



SAN FRANCISCO 
PORT COMMISSION 



'l>1 



JUNE 9, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

JUL 1 2009 
SAN FRANCISCO 

MEMBERS, PORT COMMISSION public library 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
JUNE 9, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 3:16 p.m. Tiie 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Michael Hardeman and Ann Lazarus. Commissioner Kimberly Brandon was not 
present. 

2. APPROVAL OF MINUTES - May 26, 2009 

ACTION: Commissioner Lazarus moved approval; Commissioner Shakofsky 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
May 26, 2009 were adopted. 

3. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

4. EXECUTIVE 

A. Executive Director's Report : Executive Director Monique Moyer reported the 
following: 

• Plant Organic Cafe - new cafe at Pier I-V2. 3 and 5 - the cafe is currently 
completing their construction. They will be officially open in July to serve 
the Bloomberg coffee crowd and everybody else who is located at Pier 1- 
Vz, 3 and 5. There will be a soft opening the week of June 20, 2009. 



• 



• 



M06092009 



District 6 Clean-Up Day will take place on Saturday. June 20, 2009 at 
Justin Herman Plaza. She encouraged people to come out, volunteer and 
help District 6. District 6 is always supportive of the Port. 

Maintenance retirees - Two of our long time staff retired from the Port 
Maintenance division: Dick Detra, a roofer for more than 25 years, and 
Jerry Rosicky, electrician for almost 30 years. We invited them to come 
today but they've already left us for greener, brighter pastures. We've 

-1- 



• 



M06092009 



been blessed at the City and the Port to have such dedicated staff and 
they will both be missed. 

Commendation for Janet Bias. Senior Personnel Analyst, on her 
retirement - Janet started her career with the City's Civil Service 
Commission as an Assistant Personnel Analyst in March 1975 and then 
went over to the San Francisco Unified School District for a short jaunt 
before joining the Port as a Personnel Analyst in November 1983. Janet is 
a trail blazer, role model, a one woman exam team at the Port. She holds 
the record for processing the most exams in any fiscal year despite the 
fact that almost every other department has multiple staff doing that. 
During Mayor Agnos administration, Janet won the Citywide Employee 
Recognition Program in the "Dependability" category administered in 
November 1988. She's a tireless coordinator, organizer, volunteer and 
works tirelessly for us on Mayor Newsom's Shape-Up San Francisco 
Walking Challenge. Ms. Moyer thanked Janet for her service, for 
friendship to all of us, and to her and all the great and fun things we've 
done. She hopes that she will visit us often. 

For the record. Commissioner Fong read the inscription on Janet Bias' 
plaque: "In grateful appreciation of over 28 years of dedicated service in 
the Human Resources Department of the Port of San Francisco. With best 
wishes and much happiness and good health in your retirement." 

Janet Bias indicated that the honor bestowed upon her today is 
overwhelming but appreciates it and thanked staff who came to wish her 
well. It's been a pleasure and an honor to serve the Port of San Francisco. 
She will miss the people but will not miss coming to work everyday. 

Tom Carter, Deputy Director of Maintenance, indicated that the Port 
Maintenance staff is the largest division at the Port. They are very 
demanding and made a lot of demands on Janet. From his perspective 
and from a lot of the guys in the crafts and probably throughout the Port, 
when you're in a hiring process, you're always questioning the process. Is 
it fair? In his years with the city and in working with personnel analysts, 
he's not saying that the others didn't have the same integrity as Janet, but 
she has the highest of integrity. We have been served very well with Janet 
and never could you question the process and so the fairness is always 
there. It was important for him and his staff. He thanked Janet for that. 
She has a wonderful presence, always happy, smiling and enjoyed his 
time in her office. She will be missed. 

Susan Reynolds, Deputy Director of Real Estate, indicated that on behalf 
of the Real Estate Department, she will miss her. In her short tenure here, 
she can't imagine surviving 28 years, but congratulated and wished Janet 
the best. She had the opportunity to hire four people in her short tenure. 
Without Janet's help, it would have been really hard. She makes a difficult 
process very easy, very professional, and there's never a question about 

-2- 



the process. She thanked her for that. A word to the Real Estate 
Department, now that Janet's gone, no one else can leave. 

Lavena Holmes-Williams, Assistant Deputy Director at Human Resources, 
indicated that Janet has worl<ed for her for three years. She feels that 
she's known Janet all her life, she's a native New Yorker as well as she is. 
They had a very good working relationship. Janet will adopt her last 
eligible list on June 30, 2009. She couldn't be happier, prouder of the 
services she's given to the Port. 

Louise Anderson, Principal Administrative Analyst from the Maritime 
Division, on behalf of the Maritime Department, thanked Janet. They've 
worked together on many exams over the years. She actually did hers in 
1984. 

Sidonie Sansom, Director of Homeland Security, indicated that Janet also 
processed the hiring papen^/ork for her. She was a friendly face at the Port 
when she first got here. She made life very simple for her and she's also 
helped her with a couple of hires and a near-hire that we weren't able to fill 
due to the budget crunch. 

Susan Kearney, I.T. Department, on behalf of the I.T. folks, thanked Janet 
for putting up with them and handling all the problems that they've 
managed to get themselves into. It's not going to be the same without her 
but she wished her all the best. 

Commissioner Fong indicated that Janet is leaving a very tight and big 
family at the Port. He congratulated her and wished her luck. 

5. CONSENT 

A. Request authorization to advertise for competitive bids for Contract No. 2721 . 
the Americans with Disabilities Act (ADA) Upgrades Project at 401 Terry 
Francois Boulevard. (Resolution No. 09-31 ) 

B. Request approval of Lease L-14646 with San Francisco Soccer, a non-profit 
corporation, for a term of two vears for recreational activities on 21 .230 
square feet of paved land located at the valley of Pier 27-29 on the 
Embarcadero at Lombard Street. (Resolution No. 09-32 ) 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. Resolution 
Nos. 09-31 and 09-32 were adopted. 

6. ENGINEERING 

A. Request authorization to enter into a Memorandum of Understanding (MOU) 
with the San Francisco Department of Public Works (DPW) for the Pier 27 

M06092009 

-3- 



Cruise Terminal Project Management. Architectural and Engineering Services 
for the Program Phases from Project Development through completion of 
Schematic Design. (Resolution No. 09-33 ) 

Kim von Blohn, Project Manager, indicated that in May 2009, the Port 
Commission authorized staff to enter into negotiations with DPW to develop 
an MOU for the first phases of the project i.e. project development, 
conceptual design, planning and schematic design. This project will convert 
the existing pier and maritime shed of approximately 178,000 square feet for 
uses of primary single berth cruise terminal. The project will also include 
approximately 2 acres at the northeast wharf plaza. During negotiations. Port 
staff reviewed DPW's proposed organization and team qualifications, planned 
approach to the work and anticipated schedule. Staff has introduced one new 
concept in the way that Port does business i.e. use an integrated project 
development whereby we will bring a general contractor with skills in this kind 
of work early into the process. This contractor will be reviewing the design 
specifications and project delivery method to ensure that once we get to the 
contract phase that we have a buildable project that is cost effective. We're 
using the synergies of DPW and the Port in the best way possible. The Port 
currently has few projects and we're using DPW as an extension of our arms 
to develop project management, design and contract delivery. One of the 
synergies is DPW will bring specialized cruise terminal design consultant to 
augment their services. Between DPW and the consultant, we'll have a full 
service design team. Staff also reviewed and negotiated proposed class and 
schedules to show that the Port is getting good value for the services that 
DPW will perform. During this process, we shaved about 7 months off the 
overall schedule. 

Port staff believes that the proposed MOU will ensure that the Port receives 
fair value for these services and that the cruise terminal development will 
meet the international cruise terminal standards. The MOU is attached to the 
staff report. It has an estimated 17 month term and a value of $3.4 million. 
Funding for the first two phases of approximately $1 .6 million will come from 
the Port's current fiscal year 2009-10 capital budget and the funding for phase 
3 of approximately $1 .77 million will come from Port revenue bonds to be 
issued in late fall or winter this year. The details of the subsequent 
engineering services and fees and deliverables will be developed after the 
completion of the initial phases when the project is better defined. At that 
time, staff will come back to the Port Commission to enter into authorization 
for additional MOU with DPW for these services. Port staff is ready to kick off 
the professional engineering services with DPW as described in the memo. 
He requested Commission's approval of the attached resolution authorizing 
staff to enter into MOU with the DPW for the Pier 27 cruise terminal program 
phases from project development to completion of the schematic design. If 
the Port Commission authorizes staff to move fon^/ard with DPW, staff 
proposes to provide quarterly updates to the Port Commission beginning 
September 2009. 



M06092009 



Commissioner Shakofsky indicated that the proposal is an MOD between the 
Port and DPW. She asked if DRW will be issuing the RFP for the cruise 
consultant. Mr. von Blohn replied affirmatively and added that the Port will 
have a role to approve it. It will go through the DPW contracting process since 
the Port does not have the contracting resources for all of our projects. DPW 
is delivering the project with the Port's approval. 

Commissioner Shakofsky asked if the structure of responsibilities for the Port, 
DPW and the consultant has been discussed. Mr. von Blohn replied that it's 
fairly detailed in the MOD that DPW will issue the RFQ for the consultant and 
they will manage the consultant. The Port will have the ultimate authority of 
approving the consultant with respect to the city rules. 

Commissioner Shakofsky asked if the design and management of the 
consultant will be done by DPW. Mr. von Blohn replied that the day-to-day 
work will be managed by DPW staff. 

Commissioner Lazarus indicated that in looking at the composition of the 
cruise terminal design steering committee, she wondered if it made sense or 
if it was appropriate to have a Commissioner on board. Ms. Moyer replied that 
the more the merrier. Kim von Blohn is optimistic that it would only take about 
four meetings or so. She asked if Commissioner Lazarus is volunteering. 
Commissioner Lazarus indicated that she'll have that conversation later; she's 
only throwing out that idea at this time. 

Mr. von Blohn indicated that the number of meetings is not set in stone and 
it's only for this phase of the project. He's assuming a quarterly meeting but it 
could be more often than that, if necessary. 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-33 was adopted. 

B. Informational presentation on the status of the design of the Brannan Street 
Wharf project, located immediately east of The Embarcadero Promenade 
between Piers 30-32 and 38 . 

Dan Hodapp, Planning and Development, indicated that he and Steven Reel 
will provide the Commission the status of the Brannan Street Wharf project. In 
1997, the Port adopted its first ever Waterfront Land Use and with that 
adopted the Waterfront Access and Design Element which contains policies 
for the development of public spaces up and down the waterfront. One of 
those policies is to do a sequence of public spaces at about 5-7 minute 
walking intervals. Over the last 12 years, the Port has been developing the 
public space system - some are located at ferry plaza, Pier 14, Rincon Park, 
South Beach Park and China Basin Park. With the passage of the bond last 
February 5, 2008, Port received funding to do more of these public spaces 
substantially in the southern waterfront but to add money to a couple of 

M06092009 

-5- 



spaces in the northern waterfront. It begun in 1997, the Brannan Street Wharf 
was identified as one of those. In 2000, BCDC wrote its Special Area Plan for 
the San Francisco waterfront with input from the Port and identified the 
Brannan Street Wharf and the Northeast Wharf Plaza, which is the plaza in 
front of the cruise terminal as two open spaces to be brought on line as part 
of the arrangement for changing the BCDC's policies regarding public access 
on development projects on the waterfront. It's in BCDC's documents as well. 
In 2002-2003, there was a public planning process held for the design and 
program for the Brannan Street Wharf. The Port appointed a 23-member 
citizens advisory committee and worked through a program of uses and a 
concept design. That CAC composed of people throughout the region who 
were interested in public space design and members of the community as 
well. Following that, the project has been waiting to accumulate all its funding 
and now it is moving forward again. It has evolved slightly; it's substantially 
the same project. It includes all the original components that came out of the 
public planning process. One, a major neighborhood green that opens both to 
the neighborhood directly across the street and to the bay, a public float that 
is suitable for launching kayaks. There is no other public float on the San 
Francisco waterfront where people can go out and feel the movements of the 
water. There are also some interpretive and fun elements. We have been 
continuing to update the communities on the progress of the project 
throughout the last year as this project has lit back up as funding has come 
on line. CACs, particularly, in the South Beach Rincon Point Area including 
last night's were provided updates. We will start the design review process on 
July 6, 2009 with the Port's Waterfront Design Advisory Committee and 
BCDC's Design Review Board. The project remains as it is. There are some 
challenges to it regarding its budget and its timing but we remain optimistic. 

Steven Reel, Project Manager, indicated that in the last few months, staff has 
been refining the architectural design of the project. The engineering 
consultant is on board, a joint venture between Winzler-Kelly Engineers and 
Structus Engineers. Port and City staff have been moving forward with 
planning and environmental clearances. The first step was site investigations 
to see if we could reuse some of the existing structure, which we started in 
early March and wrapped up in early April. Investigations included hazmat, 
investigation of Pier 36, visual inspections of the pier decks and piles and 
seawall, diving inspection of the piles and seawall, materials testing and 
geotechnical borings. 

We've discovered somewhat what we expected and additional things. The 
marginal wharf which runs between Piers 32 and 38, the deck and beams are 
severely corroded, rebars exposed, it's completely corroded in some areas. 
The bottom flanges of beams are exposed and they are up to 50% corroded. 
Piles are deteriorated beyond repair. The marginal wharf is in a state that 
cannot be reused. 

We found lead and asbestos in Pier 36, which is not surprising. The deck and 
beams of the pier are similar to the marginal wharf in their condition. The 
heavy caissons are deteriorated but potentially reusable. The concrete of the 

M06092009 

-6- 



seawall is in fair condition. There are some large cracks. We did some 
preliminary calculations and found that the seawall does not meet the current 
code requirements and factors of safety, particularly earthqual<e loading. In 
addition, the calculations are showing that the marginal wharf structure even 
in its deteriorated state is helping to hold up the seawall and therefore, may 
require sequencing of demolition between the wharf and strengthening of the 
seawall. 

Based on our investigations, our consultant moved into structural design 
concepts. They completed a draft report which we received at the end of May. 
We are currently reviewing it in detail. In that report, they've developed five 
different concepts for the wharf structure, six concepts for repairing and 
strengthening of the seawall. They've completed the preliminary design of the 
float and gangway. What we are seeing, the promising concepts, it loo[<s lil<e 
the all new construction is the way to go. There's nothing out there that we 
can reuse. We've looked at the caissons of Pier 36 in some detail to 
strengthen those for reuse but they're cost prohibitive. The seawall needs to 
be strengthened and that was not in the original scope of the project. 

Total project cost and funding: Current estimates are between $23.5 to $27.5 
million which includes the seawall strengthening. Our funding for the project is 
$20.5 million. We are currently investigating a new funding source through the 
federal government. We have an earmark from Nancy Pelosi's office for the 
Energy and Water Appropriation Bill FY 2010 budget. 

Our current design schedule is to complete all design and approvals by 
August 201 0. We are on schedule for that in terms of the preliminary design 
and approval process. We expect to start construction in January 201 1 with 
substantial completion in July 2012. However, we have some unknowns and 
risks at this time. Primarily, the cost may exceed the funding by $3-$7 million 
based on draft level conceptual estimates. Should we get the federal funding, 
we are not sure of the conditions that will be imposed on the project due to 
that funding. If we need to redesign the project to fit our budget, it may trigger 
a new round of design approval which could delay the project. 

Next steps: We are currently doing an in-depth review of the draft engineering 
concepts. We will confirm that we have the optimal structure solution for both 
the wharf and the seawall and we have the realistic cost estimates. We 
expect to be complete by mid-July. We will continue to work with the Army 
Corps of Engineers to determine the federal funding requirements, process 
and schedule. The federal funding would be administered through the Army 
Corps. It would be specific for the demolition project of Pier 36 and the 
marginal wharf. They would run the project. They would do the design. They 
would do the environmental review, the NEPA clearance, put it out to bid and 
do the construction. The encouraging thing we heard today is if we hear about 
funding and the funding is in their hands by March 2010, tliey can be 
underway with construction and meet our schedule. We are continuing with 
our environmental review and permitting. The CEQA process has started and 

M06092009 



that's on schedule to complete in 9-10 months. We are hopeful that we will 
get word whether we have the federal funding of $6 million or not. 

Marty Coressel indicated that about six months ago, he came before the 
Commission and asked Port staff to keep the community engaged. He is 
pleased to announce as Dan Hodapp mentioned that they had done an 
excellent job in reaching out not only to the Rincon Point South Beach CAC 
but also the newly formed South Beach Mission Bay Rincon Neighborhood 
Association which the CAC eventually will roll into as the CAC will be 
dissolved over the years due to lack of development projects in that area. The 
neighborhood association will become a larger spokesman of the community 
at that point. The Port is managing a very sizable project portfolio. In doing 
so, there is a key success piece to that, resources has already been 
mentioned. The other would be skill set. They welcome Steven Reel to the 
team and he looks forward to working with him in the future. Also with a large 
project portfolio, priorities are key to making sure that all of the projects 
continue forward. He was very pleased to hear that there was an item that 
was to be on the agenda for this week regarding a preliminary information 
presentation about another seawall lot that was temporary delayed later in the 
calendar to make sure that Brannan Street Wharf project is kept as a priority. 
He applauds that decision by the executive staff. The community wants to see 
what was promised to be delivered. They want to see it sooner than later. 
Beyond that, the key dependency as mentioned is going to be the demolition 
of the pier which is going to require funding. If there's anything the community 
can do to help support that process through such as lobbying effort or 
whatever, he asked the Port's guidance to help them to reach out and 
influence that in any way possible. He asked the Port's support as well to 
reach out to Nancy Pelosi. The reality check is that there's a good possibility 
that this project is going to be delayed. If we look back to the progress slide 
that was shown on this presentation, there are key rails, there's link chain 
fence along that area. There are some steps that we need to take to secure 
the area for the next 3^/4 years to improve that area if it's just getting rid of the 
key rails, putting in some permanent bollards to look more attractive and 
along Pier 30-32, part of the ribbon process that Dan Hodapp is running and 
get rid of the key rails and do some general clean-up. 

Shelley Carroll, Rincon Point South Beach CAC and with the neighborhood 
association, thanked the Port and glad that the process is going ahead. 
David, the owner of Townsend Restaurant, would like to be there with a 
hammer when the demolition starts. 

Commissioner Fong looks forward to more updates and hopefully the 
additional funding will come through. Mr. Reel mentioned that he expects to 
come back in the next two months with a progress report. 



M06092009 

-8- 



7. REAL ESTATE 

A. informational presentation on the Fiscal Year 2009-10 Monthly Rental Rate 
Schedule. Monthly Parking Stall Rates, and Special Event and Filming Rates . 

Jeff Bauer, Leasing Manager, indicated that on September 8, 1993, the 
Commission delegated the authority to the Executive Director to execute 
leases if the terms met certain business parameters. The complete list of the 
parameters is contained in the staff report. A l<ey element of 1993 policy is the 
schedule of minimum rental rates. The policy provides for an annual update of 
the rental rate schedule. In recent years, the Port Real Estate staff has also 
incorporated other rate schedules such as the parking, special events and 
filming schedules into the annual review. The San Francisco Real Estate 
market both for office and warehouse has weakened through the first quarter 
of 2009 as a result of the current economic crisis. Fortunately, demand for 
space along the waterfront has softened less than relative to that of the 
balance of San Francisco. The Port's current office vacancy rate is 
approximately 12% which is inline with the citywide vacancy of about 14%. 
Staff has recently reviewed the available commercial data including market 
comparables of similar situated properties to that of Port properties. In 
general, the current proposed rental rates schedule is in line with the current 
market conditions. Port staff is recommending slight changes to some of the 
rates and also the establishment of new categories to better reflect the market 
conditions. The Port has contracted with CBRE Consulting to review the 
current proposed rental rates schedule and it is anticipated that this review 
will be completed prior to the July 14, 2009 Port Commission meeting. 

The Port operates a number of parking facilities where the Port leases 
individual stalls on a monthly basis primarily to Port tenants. Since the last 
parameter adjustment, the parking market has continued to slightly improve. 
The Port recently conducted a survey of like situated parking operations and 
the survey determined that our current rates are inline so we are 
recommending a slight increase in the rates to keep pace with the current 
market conditions. 

The Port continues to be a very popular place for filming and special events. 
We've streamlined the process. There are several recurring special events 
that have strong maritime or community connection that the Port Commission 
customarily approves either a fee waiver or a fee reduction. It streamlines the 
process. Port staff will return at the next Commission meeting and request 
approval of the updated FY 2009-10 rental rates schedule, parking rates 
schedule, special events and filming fee schedule. 

8. NEW BUSINESS /AGENDA SETTING 

Monique Moyer indicated that currently there are 13 items for the July 14, 2009 
meeting. Four could be consent items including the rental rate schedule unless 

M06092009 



there's significant change in the interim. We'd like it to be out in the public domain 
for a month so people can comment, especially now that the broader real estate 
market is sort of target shooting as it is. As she reported to the Board of 
Supervisors, we are fairly lucky. We have a rise in vacancy rates due to small 
businesses going out of business than moving elsewhere which is always 
distressing. Otherwise, this is still a very attractively priced place to be for a lot of 
reasons. The Commission is very familiar with, not the least of which is, the sight of 
ugly derelict buildings. She neglected to point out in her Executive Director's report 
the 40'^ Anniversary of Princess Cruises. She thanked Port staff and the 
Commissioners who attended the 40*^ anniversary with Princess Cruises. That 
effort was led by Michael Nerney and help from a lot of other Port staff including 
Renee Dunn, Denise Lum, Gerry Roybal, Peter Dailey, etc. It was an incredible 
event. The turnout was magnificent, far beyond the RSVP list. Princess Cruises 
was completely thrilled and has issued its own press release which we hope will 
generate additional coverage for the Port. She and Peter Dailey will be visiting with 
Crystal Cruises, at their invitation, on June 10, 2009. Good things come to those 
who wait. 

9. PUBLIC COMMENT 

10. COMMUNICATIONS 

11. ADJOURNMENT 

Commissioner Michael Hardeman indicated that Jack Henning is the most famous 
San Francisco born labor leader. He was the head of labor in California for 26 
years. He was a native of San Francisco. He attended St. Ignatius High, St. Mary's 
College and went on to do some things with labor and was appointed by Governor 
Pat Brown to be the Industrial Relations Research Association Director. At that 
time, there were about 25,000 to 30,000 people that were under him. When John 
Kennedy was elected president, he was appointed Under Secretary of Labor and 
President Johnson later appointed him to be the Ambassador of New Zealand. 
Immediately following his Ambassadorship to New Zealand, he became 
Secretary/Treasurer of AFL-CIO for California. He was a magnificent guy; 
probably, the greatest speaker he's ever heard from the ranks of labor. He was an 
Irish historian. He was a wonderful man. He had seven children; five of them are 
good friends of his. He will be buried on Friday and wanted to close the meeting in 
Jack Henning's memory. 

ACTION: Commissioner Hardeman moved approval to adjourn the meeting in 
memory of Jack Henning; Commissioner Lazarus seconded the motion. All of the 
Commissioners were in favor. 

Commission President Rodney Fong adjourned the meeting at 4:05 p.m. 



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